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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-07434
AFL-20210331_G1.JPG
Aflac Incorporated
_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Georgia 58-1167100
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1932 Wynnton Road Columbus, Georgia 31999
(Address of principal executive offices) (ZIP Code)
706. 323.3431
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.10 par value per share AFL New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ  Yes  ¨  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).            þ  Yes  ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer
Non-accelerated filer    ¨ Smaller reporting company  
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  þ  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 679,667,234 shares of the issuer's common stock were outstanding as of April 20, 2021.





Aflac Incorporated and Subsidiaries
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2021
Table of Contents
 
PART I. Page
Item 1.
  Three Months Ended March 31, 2021 and 2020
1
  Three Months Ended March 31, 2021 and 2020
2
  March 31, 2021, and December 31, 2020
3
  Three Months Ended March 31, 2021 and 2020
4
  Three Months Ended March 31, 2021 and 2020
5
6
Item 2.
60
Item 3.
93
Item 4.
93
PART II.
Item 2.
94
Item 5.
94
Item 6.
95
96
Items other than those listed above are omitted because they are not required or are not applicable.





PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.
Aflac Incorporated and Subsidiaries
Consolidated Statements of Earnings
  
Three Months Ended
March 31,
(In millions, except for share and per-share amounts - Unaudited) 2021 2020
Revenues:
Net premiums, principally supplemental health insurance $ 4,593  $ 4,681 
Net investment income 925  904 
Net investment gains (losses) 307  (463)
Other income (loss) 44  40 
Total revenues 5,869  5,162 
Benefits and expenses:
Benefits and claims, net 2,735  2,939 
Acquisition and operating expenses:
Amortization of deferred policy acquisition costs 311  333 
Insurance commissions 326  336 
Insurance and other expenses 832  779 
(1)
Interest expense 62  55 
Total acquisition and operating expenses 1,531  1,503 
Total benefits and expenses 4,266  4,442 
Earnings before income taxes 1,603  720 
Income taxes 310  154 
Net earnings $ 1,293  $ 566 
Net earnings per share:
Basic $ 1.88  $ .78 
Diluted 1.87  .78 
Weighted-average outstanding common shares used in
computing earnings per share (In thousands):
Basic 688,938  724,366 
Diluted 691,940  727,512 
Cash dividends per share $ .33  $ .28 
(1) Includes expense of $15 for the early extinguishment of debt
See the accompanying Notes to the Consolidated Financial Statements.

1





Aflac Incorporated and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
  
Three Months Ended
March 31,
(In millions - Unaudited) 2021 2020
Net earnings $ 1,293  $ 566 
Other comprehensive income (loss) before income taxes:
Unrealized foreign currency translation gains (losses) during
period
(581) 85 
Unrealized gains (losses) on fixed maturity securities:
Unrealized holding gains (losses) on fixed maturity securities
during period
(2,003) (4,605)
Reclassification adjustment for (gains) losses on
fixed maturity securities included in net earnings
20 
Unrealized gains (losses) on derivatives during period 0  (4)
Pension liability adjustment during period 5 
Total other comprehensive income (loss) before income taxes (2,559) (4,517)
Income tax expense (benefit) related to items of other comprehensive
income (loss)
(432) (1,242)
Other comprehensive income (loss), net of income taxes (2,127) (3,275)
Total comprehensive income (loss) $ (834) $ (2,709)
See the accompanying Notes to the Consolidated Financial Statements.
2




Aflac Incorporated and Subsidiaries
Consolidated Balance Sheets
(In millions, except for share and per-share amounts) March 31,
2021
(Unaudited)
December 31,
2020
Assets:
Investments and cash:
Fixed maturity securities available for sale, at fair value, (allowance for credit losses of $27 in
  2021 and $38 in 2020, amortized cost $85,174 in 2021 and amortized cost $88,143 in 2020)
$ 96,391  $ 101,286 
Fixed maturity securities available for sale - consolidated variable interest entities, at fair value
  (amortized cost $3,291 in 2021 and amortized cost of $3,487 in 2020)
4,353  4,596 
Fixed maturity securities held to maturity, at amortized cost, net of allowance
  for credit losses of $8 in 2021 and $10 in 2020 (fair value $28,056 in 2021 and $30,399 in 2020)
22,868  24,464 
Equity securities, at fair value 1,174  1,283 
Commercial mortgage and other loans, net of allowance for credit losses of $154 in 2021 and $180
  in 2020 (includes $9,210 in 2021 and $8,964 in 2020 of consolidated variable interest entities)
10,847  10,554 
Other investments
  (includes $908 in 2021 and $826 in 2020 of consolidated variable interest entities)
2,666  2,429 
Cash and cash equivalents 4,990  5,141 
Total investments and cash 143,289  149,753 
Receivables 777  796 
Accrued investment income 706  780 
Deferred policy acquisition costs 9,835  10,441 
Property and equipment, at cost less accumulated depreciation 578  601 
Other 2,972  2,715 
Total assets $ 158,157  $ 165,086 
Liabilities and shareholders’ equity:
Liabilities:
Policy liabilities:
Future policy benefits $ 92,396  $ 97,783 
Unpaid policy claims 4,948  5,187 
Unearned premiums 3,194  3,597 
Other policyholders’ funds 7,367  7,824 
Total policy liabilities 107,905  114,391 
Income taxes 4,350  4,661 
Payables for return of cash collateral on loaned securities 1,896  964 
Notes payable and lease obligations 8,088  7,899 
Other 3,815  3,612 
Total liabilities 126,054  131,527 
Commitments and contingent liabilities (Note 12)
Shareholders’ equity:
Common stock of $.10 par value. In thousands: authorized 1,900,000
   shares in 2021 and 2020; issued 1,352,279 shares in 2021 and 1,351,018 shares in 2020
135  135 
Additional paid-in capital 2,438  2,410 
Retained earnings 39,277  37,984 
Accumulated other comprehensive income (loss):
Unrealized foreign currency translation gains (losses) (1,674) (1,109)
Unrealized gains (losses) on fixed maturity securities 8,794  10,361 
Unrealized gains (losses) on derivatives (33) (34)
Pension liability adjustment (280) (284)
Treasury stock, at average cost (16,554) (15,904)
Total shareholders’ equity 32,103  33,559 
Total liabilities and shareholders’ equity $ 158,157  $ 165,086 
See the accompanying Notes to the Consolidated Financial Statements.


3




Aflac Incorporated and Subsidiaries
Consolidated Statements of Shareholders’ Equity
(In millions, except for per share amounts - Unaudited) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total
Shareholders'
Equity
Balance at December 31, 2020 $ 135  $ 2,410  $ 37,984  $ 8,934  $ (15,904) $ 33,559 
Net earnings 1,293  1,293 
Unrealized foreign currency translation
gains (losses) during period, net of
income taxes
(565) (565)
Unrealized gains (losses) on fixed maturity
securities during period, net of income
taxes and reclassification adjustments
(1,567) (1,567)
Unrealized gains (losses) on derivatives
during period, net of income taxes
Pension liability adjustment during period,
net of income taxes
Dividends to shareholders
  ($.00 per share)
Exercise of stock options
Share-based compensation
Purchases of treasury stock (668) (668)
Treasury stock reissued 10  18  28 
Balance at March 31, 2021 $ 135  $ 2,438  $ 39,277  $ 6,807  $ (16,554) $ 32,103 
(In millions, except for per share amounts - Unaudited) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders'
Equity
Balance at December 31, 2019 $ 135  $ 2,313  $ 34,291  $ 6,615  $ (14,395) $ 28,959 
Cumulative effect of change in accounting
  principle - Accounting Standards Update (ASU)
  2016-13, net of income taxes (1)
(56) (56)
Cumulative effect of change in accounting
  principle - ASU 2019-04, net of income taxes (1)
848  848 
Balance at January 1, 2020 135  2,313  34,235  7,463  (14,395) 29,751 
Net earnings 566  566 
Unrealized foreign currency translation
gains (losses) during period, net of
income taxes
80  80 
Unrealized gains (losses) on fixed maturity
securities during period, net of income
taxes and reclassification adjustments
(3,353) (3,353)
Unrealized gains (losses) on derivatives
during period, net of income taxes
(2) (2)
Pension liability adjustment during period,
net of income taxes
Dividends to shareholders
  ($.28 per share)
(202) (202)
Exercise of stock options
Share-based compensation
Purchases of treasury stock (476) (476)
Treasury stock reissued 17  26 
Balance at March 31, 2020 $ 135  $ 2,334  $ 34,599  $ 4,188  $ (14,854) $ 26,402 
(1) See Note 1 of the Notes to the Consolidated Financial Statements in the Company's 2020 Annual Report on Form 10-K.
See the accompanying Notes to the Consolidated Financial Statements.


4




Aflac Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
   Three Months Ended March 31,
(In millions - Unaudited) 2021 2020
Cash flows from operating activities:
Net earnings $ 1,293  $ 566 
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Change in receivables and advance premiums (19) 15 
Capitalization of deferred policy acquisition costs (262) (325)
Amortization of deferred policy acquisition costs 311  333 
Increase in policy liabilities 204  368 
Change in income tax liabilities 331  153 
Net investment (gains) losses (307) 463 
Other, net (185) (159)
Net cash provided (used) by operating activities 1,366  1,414 
Cash flows from investing activities:
Proceeds from investments sold or matured:
Available-for-sale fixed maturity securities 651  726 
Equity securities 123 
Commercial mortgage and other loans 725  408 
Costs of investments acquired:
Available-for-sale fixed maturity securities (2,475) (1,817)
Equity securities (126) (6)
Commercial mortgage and other loans (956) (1,787)
Other investments, net (201) (361)
Settlement of derivatives, net 116  13 
Cash received (pledged or returned) as collateral, net 1,206  1,160 
Other, net (32) (55)
Net cash provided (used) by investing activities (969) (1,716)
Cash flows from financing activities:
Purchases of treasury stock (650) (449)
Proceeds from borrowings 400  545 
Principal payments under debt obligations 0  (350)
Dividends paid to shareholders (219) (195)
Change in investment-type contracts, net (12) (5)
Treasury stock reissued 9 
Other, net 2 

(1)
Net cash provided (used) by financing activities (470) (446)
Effect of exchange rate changes on cash and cash equivalents (78)
Net change in cash and cash equivalents (151) (748)
Cash and cash equivalents, beginning of period 5,141  4,896 
Cash and cash equivalents, end of period $ 4,990  $ 4,148 
Supplemental disclosures of cash flow information:
Income taxes paid $ (20) $
Interest paid 35  39 
Noncash interest 27  15 
Noncash financing activities:
Lease obligations 20  13 
Treasury stock issued for:
   Associate stock bonus 7 
   Shareholder dividend reinvestment 8 
   Share-based compensation grants 4 
See the accompanying Notes to the Consolidated Financial Statements.
5




Aflac Incorporated and Subsidiaries
Notes to the Consolidated Financial Statements
(Interim period data – Unaudited)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Aflac Incorporated (the Parent Company) and its subsidiaries (collectively, the Company) primarily sell supplemental health and life insurance in the United States (U.S.) and Japan. The Company's insurance business is marketed and administered through American Family Life Assurance Company of Columbus (Aflac) in the U.S. and through Aflac Life Insurance Japan Ltd. (ALIJ) in Japan. The Company’s operations consist of two reportable business segments: Aflac U.S., which includes Aflac, and Aflac Japan, which includes ALIJ. American Family Life Assurance Company of New York (Aflac New York) is a wholly owned subsidiary of Aflac. Most of Aflac's policies are individually underwritten and marketed through independent agents. With the exception of group dental and vision products administered by Argus Dental & Vision, Inc. (Argus) and certain group life insurance products, Aflac U.S. markets and administers group products through Continental American Insurance Company (CAIC), branded as Aflac Group Insurance. The Company's insurance operations in the U.S. and Japan service the two markets for the Company's insurance business. Aflac Japan's revenues, including net gains and losses on its investment portfolio, accounted for 70% and 67% of the Company's total revenues in the three-month periods ended March 31, 2021 and 2020, respectively. The percentage of the Company's total assets attributable to Aflac Japan was 83% at both March 31, 2021 and December 31, 2020.

Basis of Presentation

The Company prepares its financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP). These principles are established primarily by the Financial Accounting Standards Board (FASB). In these Notes to the Consolidated Financial Statements, references to U.S. GAAP issued by the FASB are derived from the FASB Accounting Standards CodificationTM (ASC). The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates based on currently available information when recording transactions resulting from business operations. The most significant items on the Company's balance sheet that involve a greater degree of accounting estimates and actuarial determinations subject to changes in the future are the valuation of investments and derivatives, deferred policy acquisition costs (DAC), liabilities for future policy benefits and unpaid policy claims, and income taxes. These accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commission and other acquisition expenses, and terminations by policyholders. As additional information becomes available, or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some variability is inherent in these estimates, the Company believes the amounts provided are adequate.

The unaudited consolidated financial statements include the accounts of the Parent Company, its subsidiaries and those entities required to be consolidated under applicable accounting standards. All material intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying unaudited consolidated financial statements of the Company contain all adjustments, consisting of normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of March 31, 2021 and December 31, 2020, and the consolidated statements of earnings, comprehensive income (loss), shareholders' equity and cash flows for the three-month periods ended March 31, 2021 and 2020. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2020 (2020 Annual Report).

COVID-19: The impact of the COVID-19 global pandemic on the Company continues to evolve, and its future effects remain uncertain. The Company continues to closely monitor the effects and risks of COVID-19 to assess its impact on economic conditions in Japan and the U.S. and on the Company's business, financial condition, results of operations, liquidity and capital position.

The Company entered the crisis in a strong capital and liquidity position, having maintained capital ratios in Japan and the U.S. at a level designed to absorb a degree of market volatility. The Company has the ability to adjust cash flow management from other sources of liquidity including reinvestment cash flows and selling investments.

6




Reclassifications: Certain reclassifications have been made to prior-year amounts to conform to current-year reporting classifications. These reclassifications had no impact on net earnings or total shareholders' equity.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements
Standard Description Date of Adoption Effect on Financial Statements or Other Significant Matters
Accounting Standards Update (ASU) 2020-01
Clarifying the interactions between Topic 321, Topic 323, and Topic 815

In January 2020, the FASB issued amendments clarifying that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.

In addition, the amendments clarify that for the purpose of applying certain derivative guidance in Topic 815, an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. An entity also would evaluate the remaining characteristics in Topic 815 to determine the accounting for those forward contracts and purchased options.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted.
January 1, 2021
The adoption of the new guidance did not have an impact on the Company’s financial position, results of operation, or disclosures.

7




Accounting Pronouncements Pending Adoption
Standard Description Effect on Financial Statements or Other Significant Matters
ASU 2018-12
Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts

as clarified and amended by:

ASU 2019-09
Financial Services - Insurance (Topic 944): Effective Date

ASU 2020-11
Financial Services - Insurance (Topic 944): Effective Date and Early Application

In August 2018, the FASB issued amendments that will significantly change how insurers account for long-duration contracts. The amendments will change existing recognition, measurement, presentation, and disclosure requirements. Issues addressed in the new guidance include: 1) a requirement to review and, if there is a change, update assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly, 2) accounting for market risk benefits at fair value, 3) simplified amortization for deferred acquisition costs, and 4) enhanced financial statement presentation and disclosures.

In November 2019, the FASB issued an amendment extending the effective date for public business entities that meet the definition of an SEC filer, excluding entities eligible to be small reporting companies as defined by the SEC, by one year.

In November 2020, the FASB issued an amendment providing an additional year deferral for all insurance entities due to the impact of COVID-19. The amendments are now effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application of the amendments is permitted.
The Company is thoroughly evaluating the impact of adoption and expects that the adoption will have a significant impact on the Company’s financial position, results of operations, and disclosures. The Company anticipates that the requirement to update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes and controls while the requirement to update the discount rate will have a significant impact on its equity. The Company has no products with market risk benefits. The Company does not expect to early adopt the updated standard and has selected a modified retrospective transition method.

Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact to the Company's business. 

For additional information on new accounting pronouncements and recent accounting guidance and their impact, if any, on the Company's financial position, results of operations or disclosures, see Note 1 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.

2.    BUSINESS SEGMENT INFORMATION

The Company consists of two reportable insurance business segments: Aflac Japan and Aflac U.S., both of which sell supplemental health and life insurance. In addition, operating business units that are not individually reportable and business activities, including reinsurance retrocession activities, not included in Aflac Japan or Aflac U.S. are included in Corporate and other.

The Company does not allocate corporate overhead expenses to business segments. Consistent with U.S. GAAP accounting guidance for segment reporting, the Company evaluates and manages its business segments using a financial performance measure called pretax adjusted earnings. Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding net investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect Aflac’s underlying business performance. The Company excludes income taxes related to operations to arrive at pretax adjusted earnings. Information regarding operations by reportable segment and Corporate and other, follows:
8




  
Three Months Ended
March 31,
(In millions) 2021 2020
Revenues:
Aflac Japan:
   Net earned premiums $ 3,123  $ 3,150 
   Adjusted net investment income (1),(2)
705  642 
   Other income 13  11 
               Total adjusted revenue Aflac Japan 3,841  3,803 
Aflac U.S.:
   Net earned premiums 1,422  1,483 
   Adjusted net investment income 176  177 
   Other income 30  27 
           Total adjusted revenue Aflac U.S. 1,628  1,687 
Corporate and other (3)
83  104 
           Total adjusted revenues 5,552  5,594 
Net investment gains (losses) (1),(2),(3)
317  (432)
           Total revenues $ 5,869  $ 5,162 
(1) Amortized hedge costs of $19 and $55 for the three-month periods ended March 31, 2021, and 2020, respectively, related to certain foreign currency exposure management strategies have been reclassified from net investment gains (losses) and reported as a deduction from net investment income when analyzing operations.
(2) Net interest cash flows from derivatives associated with certain investment strategies of $(8) and $(6) for the three-month periods ended March 31, 2021 and 2020, respectively, have been reclassified from net investment gains (losses) and included in adjusted earnings as a component of net investment income when analyzing operations.
(3) Amortized hedge income of $17 and $29 for the three-month periods ended March 31, 2021, and 2020, respectively, related to certain foreign currency exposure management strategies has been reclassified from net investment gains (losses) and reported as an increase to net investment income when analyzing operations.

9




  
Three Months Ended
March 31,
(In millions) 2021 2020
Pretax earnings:
Aflac Japan (1),(2)
$ 887  $ 855 
Aflac U.S. 445  326 
Corporate and other (3),(4)
(26)
    Pretax adjusted earnings (5)
1,306  1,183 
Net investment gains (losses) (1),(2),(3),(4)
304  (448)
Other income (loss) (7) (15)
    Total earnings before income taxes $ 1,603  $ 720 
Income taxes applicable to pretax adjusted earnings $ 248  $ 301 
Effect of foreign currency translation on after-tax
adjusted earnings
13 
(1) Amortized hedge costs of $19 and $55 for the three-month periods ended March 31, 2021, and 2020, respectively, related to certain foreign currency exposure management strategies have been reclassified from net investment gains (losses) and reported as a deduction from net investment income when analyzing operations.
(2) Net interest cash flows from derivatives associated with certain investment strategies of $(8) and $(6) for the three-month periods ended March 31, 2021 and 2020, respectively, have been reclassified from net investment gains (losses) and included in adjusted earnings as a component of net investment income when analyzing operations.
(3) Amortized hedge income of $17 and $29 for the three-month periods ended March 31, 2021, and 2020, respectively, related to certain foreign currency exposure management strategies has been reclassified from net investment gains (losses) and reported as an increase in net investment income when analyzing operations.
(4) A gain of $14 and $16 for the three-month periods ended March 31, 2021, and 2020, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable has been reclassified from net investment gains (losses) and included in adjusted earnings when analyzing operations.
(5) Includes $45 and $33 for the three-month periods ended March 31, 2021, and 2020, respectively, of interest expense on debt.

Assets were as follows:
(In millions) March 31,
2021
December 31,
2020
Assets:
Aflac Japan $ 130,611  $ 137,271 
Aflac U.S. 22,278  22,864 
Corporate and other 5,268  4,951 
    Total assets $ 158,157  $ 165,086 

10




3.     INVESTMENTS
Investment Holdings
The amortized cost for the Company's investments in fixed maturity securities, the cost for equity securities and the fair values of these investments are shown in the following tables.
  
March 31, 2021
(In millions)
Amortized
Cost
Allowance for Credit Losses Gross
Unrealized
Gains
Gross
Unrealized
Losses
  Fair
  Value
Securities available for sale, carried at fair
value through other comprehensive income:
Fixed maturity securities:
  Yen-denominated:
Japan government and agencies $ 32,013  $ 0  $ 3,614  $ 80  $ 35,547 
Municipalities 1,238  0  331  6  1,563 
Mortgage- and asset-backed securities 318  0  23  1  340 
Public utilities 4,616  0  970  5  5,581 
Sovereign and supranational 902  0  89  0  991 
Banks/financial institutions 7,188  0  837  103  7,922 
Other corporate 7,452  0  1,577  35  8,994 
Total yen-denominated 53,727  0  7,441  230  60,938 
  U.S. dollar-denominated:
U.S. government and agencies 234  0  10  0  244 
Municipalities 1,188  0  154  4  1,338 
Mortgage- and asset-backed securities 816  0  29  1  844 
Public utilities 3,867  0  760  9  4,618 
Sovereign and supranational 226  0  61  3  284 
Banks/financial institutions 2,991  0  668  6  3,653 
Other corporate 25,416  27  3,592  156  28,825 
Total U.S. dollar-denominated 34,738  27  5,274  179  39,806 
Total securities available for sale $ 88,465  $ 27  $ 12,715  $ 409  $ 100,744 

11




  
December 31, 2020
(In millions) Amortized
Cost
Allowance for Credit Losses Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
  Value
Securities available for sale, carried at fair
value through other comprehensive income:
Fixed maturity securities:
  Yen-denominated:
Japan government and agencies $ 32,959  $ $ 4,182  $ 52  $ 37,089 
Municipalities 1,324  374  1,693 
Mortgage- and asset-backed securities 342  27  368 
Public utilities 4,777  1,096  5,872 
Sovereign and supranational 981  108  1,089 
Banks/financial institutions 7,552  886  102  8,336 
Other corporate 8,114  1,747  37  9,824 
Total yen-denominated 56,049  8,420  198  64,271 
  U.S. dollar-denominated:
U.S. government and agencies 245  16  261 
Municipalities 1,154  173  1,325 
Mortgage- and asset-backed securities 667  670 
Public utilities 4,013  947  15  4,945 
Sovereign and supranational 232  64  293 
Banks/financial institutions 2,973  758  3,724 
Other corporate 26,297  38  4,385  251  30,393 
Total U.S. dollar-denominated 35,581  38  6,351  283  41,611 
Total securities available for sale $ 91,630  $ 38  $ 14,771  $ 481  $ 105,882 

  
March 31, 2021
(In millions)
Amortized
Cost
Allowance for Credit Losses Net Carrying Amount Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair  
Value  
Securities held to maturity, carried at
amortized cost:
Fixed maturity securities:
  Yen-denominated:
Japan government and agencies $ 21,918  $ 3  $ 21,915  $ 4,924  $ 0  $ 26,839 
Municipalities 352  0  352  108  0  460 
Public utilities 45  1  44  13  0  57 
Sovereign and supranational 538  4  534  136  0  670 
Other corporate 23  0  23  7  0  30 
Total yen-denominated 22,876  8  22,868  5,188  0  28,056 
Total securities held to maturity $ 22,876  $ 8  $ 22,868  $ 5,188  $ 0  $ 28,056 

12




  
December 31, 2020
(In millions) Amortized
Cost
Allowance for Credit Losses Net Carrying Amount Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair  
Value
Securities held to maturity, carried at
amortized cost:
Fixed maturity securities:
  Yen-denominated:
Japan government and agencies $ 23,448  $ $ 23,445  $ 5,625  $ $ 29,070 
Municipalities 377  377  122  499 
Public utilities 48  47  14  61 
Sovereign and supranational 577  571  165  736 
Other corporate 24  24  33 
Total yen-denominated 24,474  10  24,464  5,935  30,399 
Total securities held to maturity $ 24,474  $ 10  $ 24,464  $ 5,935  $ $ 30,399 

(In millions) March 31, 2021 December 31, 2020
Equity securities, carried at fair value through net earnings: Fair Value Fair Value
Equity securities:
      Yen-denominated $ 727  $ 680 
      U.S. dollar-denominated 405  603 
Other currencies 42 
Total equity securities $ 1,174  $ 1,283 

The methods of determining the fair values of the Company's investments in fixed maturity securities and equity securities are described in Note 5.

During the first quarter of 2021, the Company did not reclassify any investments from the held-to-maturity category to the available-for-sale category. During the first quarter of 2020, as a result of the adoption of ASU 2019-04, the Company reclassified $6.9 billion (at amortized cost) of pre-payable fixed-maturity securities from the held-to-maturity category to the available-for-sale category. This reclassification resulted in recording in accumulated other comprehensive income a net unrealized gain of $848 million on an after-tax basis.
Contractual and Economic Maturities
The contractual and economic maturities of the Company's investments in fixed maturity securities at March 31, 2021, were as follows:
13




(In millions)
Amortized
Cost
(1)
Fair
Value
Available for sale:
Due in one year or less $ 907  $ 922 
Due after one year through five years 8,487  9,005 
Due after five years through 10 years 13,637  15,827 
Due after 10 years 64,274  73,806 
Mortgage- and asset-backed securities 1,134  1,184 
Total fixed maturity securities available for sale $ 88,439  $ 100,744 
Held to maturity:
Due in one year or less $ $
Due after one year through five years 45  50 
Due after five years through 10 years 4,103  4,788 
Due after 10 years 18,720  23,218 
Mortgage- and asset-backed securities
Total fixed maturity securities held to maturity $ 22,868  $ 28,056 
(1) Net of allowance for credit losses

Economic maturities are used for certain debt instruments with no stated maturity where the expected maturity date is based on the combination of features in the financial instrument such as the right to call or prepay obligations or changes in coupon rates.

Investment Concentrations

The Company's process for investing in credit-related investments begins with an independent approach to underwriting each issuer's fundamental credit quality. The Company evaluates independently those factors that it believes could influence an issuer's ability to make payments under the contractual terms of the Company's instruments. This includes a thorough analysis of a variety of items including the issuer's country of domicile (including political, legal, and financial considerations); the industry in which the issuer competes (with an analysis of industry structure, end-market dynamics, and regulation); company specific issues (such as management, assets, earnings, cash generation, and capital needs); and contractual provisions of the instrument (such as financial covenants and position in the capital structure). The Company further evaluates the investment considering broad business and portfolio management objectives, including asset/liability needs, portfolio diversification, and expected income.

Investment exposures that individually exceeded 10% of shareholders' equity were as follows:
March 31, 2021 December 31, 2020
(In millions) Credit
Rating
Amortized
Cost
Fair
Value
Credit
Rating
Amortized
Cost
Fair
Value
Japan National Government(1)
A+ $52,645 $60,867 A+ $55,153 $64,657
(1)Japan Government Bonds (JGBs) or JGB-backed securities


14




Net Investment Gains and Losses

Information regarding pretax net gains and losses from investments is as follows:
  
Three Months Ended
March 31,
(In millions) 2021 2020
Net investment gains (losses):
Sales and redemptions:
Fixed maturity securities available for sale:
Gross gains from sales $ 2  $
Gross losses from sales (1)
Foreign currency gains (losses) on sales and redemptions (12) (14)
Total sales and redemptions (11) (7)
Equity securities (68) (149)
Credit losses:
Fixed maturity securities available for sale 11  (63)
Fixed maturity securities held to maturity 1 
Commercial mortgage and other loans 27  (37)
Impairment losses (20)
Loan commitments 5  (46)
Reinsurance recoverables and other (2)
Total credit losses 22  (145)
Derivatives and other:
Derivative gains (losses) (287) (85)
Foreign currency gains (losses) 651  (77)
Total derivatives and other 364  (162)
Total net investment gains (losses) $ 307  $ (463)

The unrealized holding losses, net of gains, recorded as a component of net investment gains and losses for the three-month period ended March 31, 2021, that relate to equity securities still held at the March 31, 2021 reporting date, were $77 million.

Unrealized Investment Gains and Losses
Effect on Shareholders’ Equity
The net effect on shareholders’ equity of unrealized gains and losses from fixed maturity securities was as follows:
(In millions) March 31, 2021 December 31,
2020
Unrealized gains (losses) on securities available for sale $ 12,306  $ 14,290 
Deferred income taxes (3,512) (3,929)
Shareholders’ equity, unrealized gains (losses) on fixed maturity securities $ 8,794  $ 10,361 

Gross Unrealized Loss Aging
The following tables show the fair values and gross unrealized losses of the Company's available-for-sale investments for the periods ended March 31, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
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March 31, 2021
  
Total Less than 12 months 12 months or longer
(In millions) Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fixed maturity securities available
for sale:
  Japan government and
agencies:
  Yen-denominated $ 3,207  $ 80  $ 2,529  $ 32  $ 678  $ 48 
  Municipalities:
  U.S. dollar-denominated 147  4  147  4  0  0 
  Yen-denominated 193  6  140  3  53  3 
Mortgage- and asset-
backed securities:
  U.S. dollar-denominated 55  1  55  1  0  0 
  Yen-denominated 34  1  26  1  8  0 
  Public utilities:
  U.S. dollar-denominated 323  9  235  6  88  3 
      Yen-denominated 314  5  279  5  35  0 
  Sovereign and supranational:
  U.S. dollar-denominated 39  3  0  0  39  3 
  Banks/financial institutions:
  U.S. dollar-denominated 204  6  145  2  59  4 
  Yen-denominated 2,098  103  590  7  1,508  96 
  Other corporate:
  U.S. dollar-denominated 3,826  156  2,280  81  1,546  75 
  Yen-denominated 811  35  351  5  460  30 
  Total $ 11,251  $ 409  $ 6,777  $ 147  $ 4,474  $ 262 

16




  
December 31, 2020
  
Total Less than 12 months 12 months or longer
(In millions) Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fixed maturity securities available
for sale:
  Japan government and
agencies:
  Yen-denominated $ 2,604  $ 52  $ 2,604  $ 52  $ $
  Municipalities:
  U.S. dollar-denominated 94  94 
  Yen-denominated 183  169  14 
Mortgage- and asset-
backed securities:
  U.S. dollar-denominated 360  360 
  Yen-denominated 37  37 
  Public utilities:
  U.S. dollar-denominated 326  15  208  118 
  Yen-denominated 135  135 
  Sovereign and supranational:
U.S. dollar-denominated 39  39 
  Banks/financial institutions:
  U.S. dollar-denominated 82  44  38 
  Yen-denominated 1,809  102  765  36  1,044  66 
  Other corporate:
  U.S. dollar-denominated 4,499  251  2,157  59  2,342  192 
  Yen-denominated 613  37  290  13  323  24 
  Total $ 10,781  $ 481  $ 6,902  $ 184  $ 3,879  $ 297 

Analysis of Securities in Unrealized Loss Positions

The unrealized losses on the Company's fixed maturity securities investments have been primarily related to general market changes in interest rates, foreign exchange rates, and/or the levels of credit spreads rather than specific concerns with the issuer's ability to pay interest and repay principal.

For any significant declines in fair value of its fixed maturity securities, the Company performs a more focused review of the related issuers' credit profile. For corporate issuers, the Company evaluates their assets, business profile including industry dynamics and competitive positioning, financial statements and other available financial data. For non-corporate issuers, the Company analyzes all sources of credit support, including issuer-specific factors. The Company utilizes information available in the public domain and, for certain private placement issuers, from consultations with the issuers directly. The Company also considers ratings from Nationally Recognized Statistical Rating Organizations (NRSROs), as well as the specific characteristics of the security it owns including seniority in the issuer's capital structure, covenant protections, or other relevant features. From these reviews, the Company evaluates the issuers' continued ability to service the Company's investment through payment of interest and principal.

Assuming no credit-related factors develop, unrealized gains and losses on fixed maturity securities are expected to diminish as investments near maturity. Based on its credit analysis, the Company believes that the issuers of its fixed maturity investments in the sectors shown in the table above have the ability to service their obligations to the Company, and the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

However, the Company has identified certain available-for-sale fixed maturity securities where the amortized cost basis exceeds the present value of the cash flows expected to be collected due to credit related factors and as a result, a credit
17




allowance has been calculated. As of March 31, 2021, the Company held an allowance of $27 million. Refer to the Credit Losses section below for additional information.

Commercial Mortgage and Other Loans

The Company classifies its transitional real estate loans (TREs), commercial mortgage loans (CMLs) and middle market loans (MMLs) as held-for-investment and includes them in the commercial mortgage and other loans line on the consolidated balance sheets. The Company carries them on the balance sheet at amortized cost less an estimated allowance for credit losses.

The following table reflects the composition of the carrying value for commercial mortgage and other loans by property type as of the periods presented.
(In millions) March 31, 2021 December 31, 2020
Amortized Cost % of Total Amortized Cost % of Total
Commercial Mortgage and other loans:
Transitional real estate loans:
Office $ 1,945  17.7  % $ 2,115  19.7  %
Retail 126  1.1  125  1.2 
Apartments/Multi-Family 1,658  15.1  1,782  16.6 
Industrial 85  0.8  85  .8 
Hospitality 1,112  10.1  1,106  10.3 
Other 81  0.7  81  .7 
Total transitional real estate loans 5,007  45.5  5,294  49.3 
Commercial mortgage loans:
Office 389  3.5  401  3.7 
Retail 338  3.1  340  3.2 
Apartments/Multi-Family 585  5.3  588  5.5 
Industrial 423  3.8  391  3.6 
Other 5  0.0  0.0 
Total commercial mortgage loans 1,740  15.8  1,720  16.0 
Middle market loans 4,254  38.7  3,720  34.7 
Total commercial mortgage and other loans $ 11,001  100.0  % $ 10,734  100.0  %
Allowance for credit losses (154) (180)
Total net commercial mortgage and other loans $ 10,847  $ 10,554 
Commercial mortgage and transitional real estate loans were secured by properties entirely within the U.S. (with the largest concentrations in California (21%), Texas (11%) and Florida (9%)). Middle market loans are issued only to companies domiciled within the U.S. and Canada.

Transitional Real Estate Loans

Transitional real estate loans are commercial mortgage loans that are typically relatively short-term floating rate instruments secured by a first lien on the property. These loans provide funding for properties undergoing a change in their physical characteristics and/or economic profile and do not typically require any principal repayment prior to the maturity date. This loan portfolio is generally considered to be investment grade. As of March 31, 2021, the Company had $515 million in outstanding commitments to fund transitional real estate loans. These commitments are contingent on the final underwriting and due diligence to be performed.

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Commercial Mortgage Loans

Commercial mortgage loans are typically fixed rate loans on commercial real estate with partial repayment of principal over the life of the loan with the remaining outstanding principal being repaid upon maturity. This loan portfolio is generally considered higher quality investment grade loans. As of March 31, 2021, the Company had commitments of approximately $104 million outstanding commitments to fund commercial mortgage loans. These commitments are contingent on the final underwriting and due diligence to be performed.

Middle Market Loans

Middle market loans are typically first lien senior secured cash flow loans to small to mid-size companies for working capital, refinancing, acquisition, and recapitalization. These loans are generally considered to be below investment grade. The carrying value for middle market loans included $29 million and $25 million for a short term credit facility that is reflected in other liabilities on the consolidated balance sheets, as of March 31, 2021, and December 31, 2020, respectively.

As of March 31, 2021, the Company had commitments of approximately $1.8 billion to fund future middle market loans. These commitments are contingent upon the availability of middle market loans that meet the Company's underwriting criteria.

Credit Quality Indicators

For TREs, the Company’s key credit quality indicator is loan-to-value (LTV). Given that TRE loans involve properties undergoing renovation or construction, LTV provides the most insight into the credit risk of the loan. The Company monitors the performance of the loans periodically, but not less frequently than quarterly.

For CMLs, the Company’s key credit quality indicators include LTV and debt service coverage ratios (DSCR). LTV is calculated by dividing the current outstanding loan balance by the most recent estimated property value. DSCR is the most recently available operating income of the underlying property compared to the required debt service of the loan.

For MMLs and held-to-maturity fixed maturity securities, the Company’s key credit quality indicator is credit ratings. The Company’s held-to-maturity portfolio is composed of investment grade securities that are senior unsecured instruments, while its MMLs generally have below-investment-grade ratings but are typically senior secured instruments. The Company monitors the credit ratings periodically, but not less frequently than quarterly.

For the Company’s reinsurance recoverable balance, the key credit quality indicator is the credit rating of the Company’s reinsurance counterparty. The Company uses external credit ratings focused on the reinsurer’s financial strength and credit worthiness. The Company's counterparties are rated A+. The Company monitors the credit ratings periodically, but not less frequently than quarterly.

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The following tables present as of March 31, 2021 the amortized cost basis of TREs, CMLs and MMLs by year of origination and credit quality indicator.
Transitional Real Estate Loans
(In millions) 2021 2020 2019 2018 2017 Total
Loan-to-Value Ratio:
0%-59.99% $ $ 53  $ 548  $ 396  $ 77  $ 1,074 
60%-69.99% 170  830  766  208  1,974 
70%-79.99% 23  259  731  735  185  1,933 
80% or greater 26  26 
Total $ 23  $ 508  $ 2,109  $ 1,897  $ 470  $ 5,007 

Commercial Mortgage Loans
(In millions) 2021 2020 2019 2018 2017 Prior Total Weighted-Average DSCR
Loan-to-Value Ratio:
0%-59.99% $ 20  $ 32  $ 441  $ 129  $ 68  $ 541  $ 1,231  2.46
60%-69.99% 34  16  179  40  160  429  1.97
70%-79.99% 32  22  54  1.63
80% or greater 26  26  1.62
Total 54  48  652  169  68  749  1,740  2.30
Weighted Average DSCR 2.98 1.91 2.38 2.16 2.48 2.22

Middle Market Loans
(In millions) 2021 2020 2019 2018 2017 Prior Revolving Loans Total
Credit Ratings:
BBB $ $ 70  $ 73  $ 30  $ 10  $ $ 44  $ 238 
BB 62  387  283  207  94  47  123  1,203 
B 80  569  714  409  251  156  174  2,353 
CCC 85  105  90  59  74  418 
CC 32  33 
C and lower
Total $ 149  $ 1,039  $ 1,155  $ 751  $ 477  $ 266  $ 417  $ 4,254 

Allowance for Credit Losses

The Company calculates its allowance for credit losses for held-to-maturity fixed maturity securities, loan receivables, loan commitments and reinsurance recoverable by grouping assets with similar risk characteristics when there is not a specific expectation of a loss for an individual asset. For held-to-maturity fixed maturity securities, MMLs, and MML commitments, the Company groups assets by credit ratings, industry, and country. The Company groups CMLs and TREs and respective loan commitments by property type, property location and the property’s LTV and debt service coverage ratios. The credit allowance for the reinsurance recoverable balance is estimated using a probability-of-default (PD) / loss-given-default (LGD) method.

The credit allowance for held-to-maturity fixed maturity securities and loan receivables is estimated using a PD / LGD method, discounted for the time value of money. For held-to-maturity fixed maturity securities, available-for-sale fixed maturity securities and loan receivables, the Company includes the change in present value due to the passage of time in the change in the allowance for credit losses. The Company’s methodology for estimating credit losses utilizes the contractual maturity date of the financial asset, adjusted when necessary to reflect the expected timing of repayment
20




(such as prepayment options, renewal options, call options, or extension options). The Company applies reasonable and supportable forecasts of macroeconomic variables that impact the determination of PD/LGD over a two-year period for held-to-maturity fixed maturity securities and MMLs. The Company reverts to historical loss information over one year, following the two-year forecast period. For the CML and TRE portfolio, the Company applies reasonable and supportable forecasts of macroeconomic variables as well as national and local real-estate market factors to estimate future credit losses where the market factors revert back to historical levels over time with the period being dependent on current market conditions, projected market conditions and difference in the current and historical market levels for each factor. The Company continuously monitors the estimation methodology, due to changes in portfolio composition, changes in underwriting practices and significant events or conditions and makes adjustments as necessary.

The Company’s held-to-maturity fixed maturity portfolio includes Japan Government and Agency securities of $21.7 billion amortized cost as of March 31, 2021 that meet the requirements for zero-credit-loss expectation and therefore these asset classes have been excluded from the current expected credit loss measurement.

An investment in an available-for-sale fixed maturity security is impaired if the fair value falls below amortized cost. The Company regularly reviews its fixed maturity security investments portfolio for declines in fair value. The Company's debt impairment model focuses on the ultimate collection of the cash flows from its investments and whether the Company has the intent to sell or if it is more likely than not the Company would be required to sell the security prior to recovery of its amortized cost. The determination of the amount of impairments under this model is based upon the Company's periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.

When determining the Company's intention to sell a security prior to recovery of its fair value to amortized cost, the Company evaluates facts and circumstances such as, but not limited to, future cash flow needs, decisions to reposition its security portfolio, and risk profile of individual investment holdings. The Company performs ongoing analyses of its liquidity needs, which includes cash flow testing of its policy liabilities, debt maturities, projected dividend payments, and other cash flow and liquidity needs.

The Company’s methodology for estimating credit losses for available-for-sale fixed maturity securities utilizes the discounted cash flow model, based on past events, current market conditions and future economic conditions, as well as industry analysis and credit ratings of the fixed maturity securities. In addition, the Company evaluates the specific issuer’s probability of default and expected recovery of its position in the event of default based on the underlying financial condition and assets of the borrower as well as seniority and/or security of other debt holders in the issuer when developing management’s best estimate of expected cash flows.

The Company granted certain loan modifications in its MML and TRE portfolios during the period ended March 31, 2021. As of March 31, 2021, these loan modifications did not have a material impact on the Company’s results of operations.

The Company had no TDRs during the period ended March 31, 2021 and an immaterial amount due to COVID-19 during the year ended December 31, 2020.

The Company designates nonaccrual status for a nonperforming debt security or a loan that is not generating its stated interest rate because of nonpayment of periodic interest by the borrower. The Company applies the cash basis method to record any payments received on non-accrual assets. The Company resumes the accrual of interest on fixed maturity securities and loans that are currently making contractual payments or for those that are not current where the borrower has paid timely (less than 30 days outstanding).

As of March 31, 2021 and December 31, 2020, the Company had an immaterial amount (cost basis) of loans and fixed maturities on nonaccrual status.

The following table presents the roll forward of the allowance for credit losses by portfolio segment during the three-month period ended March 31, 2021.
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(in millions) Transitional Real Estate Loans Commercial Mortgage Loans Middle Market Loans Held to Maturity Securities Available for Sale Securities Reinsurance Recoverables
Balance at December 31, 2020 $ (63) $ (33) $ (85) $ (9) $ (38) $ (11)
(Addition to) release of allowance for credit
losses
16  (2)
Write-offs, net of recoveries 11 
Balance at March 31, 2021 $ (47) $ (24) $ (83) $ (8) $ (27) $ (13)

For assets that are subject to the credit loss measurement, the change in credit loss allowance will be significantly impacted by purchases and sales in those assets during the period as well as entering into new non-cancelable loan commitments. The estimate of credit losses for loan commitments as of March 31, 2021 was $30 million.
Other Investments

The table below reflects the composition of the carrying value for other investments as of the periods presented.
(In millions) March 31, 2021 December 31, 2020
Other investments:
Policy loans $ 242  $ 260 
Short-term investments (1)
1,295  1,139 
Limited partnerships 1,110  1,004 
Other 19  26 
Total other investments $ 2,666  $ 2,429 
(1) Includes securities lending collateral

As of March 31, 2021, the Company had $1.6 billion in outstanding commitments to fund alternative investments in limited partnerships.

Variable Interest Entities (VIEs)

As a condition of its involvement or investment in a VIE, the Company enters into certain protective rights and covenants that preclude changes in the structure of the VIE that would alter the creditworthiness of the Company's investment or its beneficial interest in the VIE.

For those VIEs other than certain unit trust structures, the Company's involvement is passive in nature. The Company has not, nor has it been, required to purchase any securities issued in the future by these VIEs.

The Company's ownership interest in VIEs is limited to holding the obligations issued by them. The Company has no direct or contingent obligations to fund the limited activities of these VIEs, nor does it have any direct or indirect financial guarantees related to the limited activities of these VIEs. The Company has not provided any assistance or any other type of financing support to any of the VIEs it invests in, nor does it have any intention to do so in the future. For those VIEs in which the Company holds debt obligations, the weighted-average lives of the Company's notes are very similar to the underlying collateral held by these VIEs where applicable.

The Company's risk of loss related to its interests in any of its VIEs is limited to the carrying value of the related investments held in the VIE.

VIEs - Consolidated

The following table presents the cost or amortized cost, fair value and balance sheet caption in which the assets and liabilities of consolidated VIEs are reported.
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Investments in Consolidated Variable Interest Entities
March 31, 2021 December 31, 2020
(In millions)
Amortized
Cost
(1)
Fair
Value
Amortized
Cost (1)
Fair
Value
Assets:
Fixed maturity securities, available for sale $ 3,291  $ 4,353  $ 3,487  $ 4,596 
Commercial mortgage and other loans 9,210  9,247  8,964  9,040 
Other investments (2)
908  908  826  826 
Other assets (3)
138  138  133  133 
Total assets of consolidated VIEs $ 13,547  $ 14,646  $ 13,410  $ 14,595 
Liabilities:
Other liabilities (3)
$ 218  $ 218  $ 231  $ 231 
Total liabilities of consolidated VIEs $ 218  $ 218  $ 231  $ 231 
(1) Net of allowance for credit losses
(2) Consists entirely of alternative investments in limited partnerships
(3) Consists entirely of derivatives

The Company is substantively the only investor in the consolidated VIEs listed in the table above. As the sole investor in these VIEs, the Company has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and is therefore considered to be the primary beneficiary of the VIEs that it consolidates. The Company also participates in substantially all of the variability created by these VIEs. The activities of these VIEs are limited to holding invested assets and foreign currency swaps, as appropriate, and utilizing the cash flows from these securities to service its investment. Neither the Company nor any of its creditors are able to obtain the underlying collateral of the VIEs unless there is an event of default or other specified event. For those VIEs that contain a swap, the Company is not a direct counterparty to the swap contracts and has no control over them. The Company's loss exposure to these VIEs is limited to its original investment. The Company's consolidated VIEs do not rely on outside or ongoing sources of funding to support their activities beyond the underlying collateral and swap contracts, if applicable. With the exception of its investment in unit trust structures, the underlying collateral assets and funding of the Company's consolidated VIEs are generally static in nature.

Investments in Unit Trust Structures

The Company also utilizes unit trust structures in its Aflac Japan segment to invest in various asset classes. As the sole investor of these VIEs, the Company is required to consolidate these trusts under U.S. GAAP.

VIEs - Not Consolidated
The table below reflects the amortized cost, fair value and balance sheet caption in which the Company's investment in VIEs not consolidated are reported.
Investments in Variable Interest Entities Not Consolidated
  
March 31, 2021 December 31, 2020
(In millions) Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Assets:
Fixed maturity securities, available for sale $ 5,142  $ 6,269  $ 5,477  $ 6,767 
Other investments (1)
202  202  178  178 
Total investments in VIEs not consolidated $ 5,344  $ 6,471  $ 5,655  $ 6,945 
(1) Consists entirely of alternative investments in limited partnerships

The Company holds alternative investments in limited partnerships that have been determined to be VIEs. These partnerships invest in private equity and structured investments. The Company’s maximum exposure to loss on these investments is limited to the amount of its investment. The Company is not the primary beneficiary of these VIEs and is
23




therefore not required to consolidate them. The Company classifies these investments as Other investments in the consolidated balance sheets.

Certain investments in VIEs that the Company is not required to consolidate are investments that are in the form of debt obligations from the VIEs that are irrevocably and unconditionally guaranteed by their corporate parents or sponsors. These VIEs are the primary financing vehicles used by their corporate sponsors to raise financing in the capital markets. The variable interests created by these VIEs are principally or solely a result of the debt instruments issued by them. The Company does not have the power to direct the activities that most significantly impact the entity's economic performance, nor does it have the obligation to absorb losses of the entity or the right to receive benefits from the entity. As such, the Company is not the primary beneficiary of these VIEs and is therefore not required to consolidate them.

Securities Lending and Pledged Securities

The Company lends fixed maturity and public equity securities to financial institutions in short-term security-lending transactions. These short-term security-lending arrangements increase investment income with minimal risk. The Company receives cash or other securities as collateral for such loans. The Company's security lending policy requires that the fair value of the securities received as collateral be 102% or more of the fair value of the loaned securities and that unrestricted cash received as collateral be 100% or more of the fair value of the loaned securities. The securities loaned continue to be carried as investment assets on the Company's balance sheet during the terms of the loans and are not reported as sales. For loans involving unrestricted cash or securities as collateral, the collateral is reported as an asset with a corresponding liability for the return of the collateral. For loans where the Company receives as collateral securities that the Company is not permitted to sell or repledge, the collateral is not reflected on the consolidated financial statements.

Details of collateral by loaned security type and remaining maturity of the agreements were as follows:
Securities Lending Transactions Accounted for as Secured Borrowings
Remaining Contractual Maturity of the Agreements
March 31, 2021 December 31, 2020
(In millions)
Overnight
and
Continuous
(1)
Up to 30
days
Total
Overnight
and
Continuous
(1)
Up to 30
days
Total
Securities lending transactions:
Fixed maturity securities:
Japan government and
agencies
$ 0  $ 829  $ 829  $ $ $
Public utilities 44  0  44  57  57 
Sovereign and supranational 3  0  3 
Banks/financial institutions 89  0  89  63  63 
Other corporate 931  0  931  841  841 
          Total borrowings $ 1,067  $ 829  $ 1,896  $ 964  $ $ 964 
Gross amount of recognized liabilities for securities
lending transactions
$ 1,896  $ 964 
(1) The related loaned security, under the Company's U.S. securities lending program, can be returned to the Company at the transferee's discretion; therefore, they are classified as Overnight and Continuous.

In connection with securities lending, in addition to cash collateral received, the Company received from counterparties securities collateral of $7,475 million and $6,654 million at March 31, 2021 and December 31, 2020, respectively, which may not be sold or re-pledged, unless the counterparty is in default. Such securities collateral is not reflected on the consolidated financial statements.
The Company did not have any repurchase agreements or repurchase-to-maturity transactions outstanding as of March 31, 2021, and December 31, 2020, respectively.

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Certain fixed maturity securities can be pledged as collateral as part of derivative transactions, or pledged to support state deposit requirements on certain investment programs. For additional information regarding pledged securities related to derivative transactions, see Note 4.

4.    DERIVATIVE INSTRUMENTS

The Company's freestanding derivative financial instruments have historically consisted of:

foreign currency forwards and options used in hedging foreign exchange risk on U.S. dollar-denominated investments in Aflac Japan's portfolio

foreign currency forwards and options used to economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long term exposure to a weakening yen

cross-currency interest rate swaps, also referred to as foreign currency swaps, associated with certain senior notes and subordinated debentures

foreign currency swaps that are associated with VIE bond purchase commitments, and investments in special-purpose entities, including VIEs where the Company is the primary beneficiary

interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments

interest rate swaptions used to hedge changes in the fair value associated with interest rate fluctuations for certain U.S. dollar-denominated available-for-sale fixed-maturity securities.

bond purchase commitments at the inception of investments in consolidated VIEs

Some of the Company's derivatives are designated as cash flow hedges, fair value hedges or net investment hedges; however, other derivatives do not qualify for hedge accounting or the Company elects not to designate them as accounting hedges.

Derivative Types

Foreign currency forwards and options are executed for the Aflac Japan segment in order to hedge the currency risk on the carrying value of certain U.S. dollar-denominated investments. The average maturity of these forwards and options can change depending on factors such as market conditions and types of investments being held. In situations where the maturity of the forwards and options is shorter than the underlying investment being hedged, the Company may enter into new forwards and options near maturity of the existing derivative in order to continue hedging the underlying investment. In forward transactions, Aflac Japan agrees with another party to buy a fixed amount of yen and sell a corresponding amount of U.S. dollars at a specified future date. Aflac Japan also executes foreign currency option transactions in a collar strategy, where Aflac Japan agrees with another party to simultaneously purchase put options and sell call options. In the purchased put transactions, Aflac Japan obtains the option to buy a fixed amount of yen and sell a corresponding amount of U.S. dollars at a specified future date. In the sold call transaction, Aflac Japan agrees to sell a fixed amount of yen and buy a corresponding amount of U.S. dollars at a specified future date. The combination of purchasing the put option and selling the call option results in no net premium being paid (i.e. a costless or zero-cost collar).

From time to time, the Company may also enter into foreign currency forwards and options to hedge the currency risk associated with the net investment in Aflac Japan. In these forward transactions, Aflac agrees with another party to buy a fixed amount of U.S. dollars and sell a corresponding amount of yen at a specified price at a specified future date. In the option transactions, the Company may use a combination of foreign currency options to protect expected future cash flows by simultaneously purchasing yen put options (options that protect against a weakening yen) and selling yen call options (options that limit participation in a strengthening yen). The combination of these two actions create a zero-cost collar. Additionally, the Company enters into purchased options to hedge cash flows from the net investment in Aflac Japan.

The Company enters into foreign currency swaps pursuant to which it exchanges an initial principal amount in one currency for an initial principal amount of another currency, with an agreement to re-exchange the principal amounts at a future date. There may also be periodic exchanges of payments at specified intervals based on the agreed upon rates and notional amounts. Foreign currency swaps are used primarily in the consolidated VIEs in the Company's Aflac Japan portfolio to convert foreign-denominated cash flows to yen, the functional currency of Aflac Japan, in order to minimize
25




cash flow fluctuations. The Company also uses foreign currency swaps to economically convert certain of its U.S. dollar-denominated senior note and subordinated debenture principal and interest obligations into yen-denominated obligations.

In order to reduce investment income volatility from its variable-rate investments, the Company enters into receive–fixed, pay–floating interest rate swaps. These derivatives are cleared and settled through a central clearinghouse.

Swaptions are used to mitigate the adverse impact resulting from significant changes in the fair value of U.S. dollar-denominated available-for-sale securities due to fluctuation in interest rates. In a payer swaption, the Company pays a premium to obtain the right, but not the obligation, to enter into a swap contract where it will pay a fixed rate and receive a floating rate. Interest rate swaption collars are combinations of two swaption positions. In order to maximize the efficiency of the collars while minimizing cost, a collar strategy is used whereby the Company purchases a long payer swaption (the Company purchases an option that allows it to enter into a swap where the Company will pay the fixed rate and receive the floating rate of the swap) and sells a short receiver swaption (the Company sells an option that provides the counterparty with the right to enter into a swap where the Company will receive the fixed rate and pay the floating rate of the swap). The combination of purchasing the long payer swaption and selling the short receiver swaption results in no net premium being paid (i.e. a costless or zero-cost collar).

Bond purchase commitments result from repackaged bond structures that are consolidated VIEs whereby there is a delay in the trade date and settlement date of the bond within the structure to ensure completion of all necessary legal agreements to support the consolidated VIE that issues the repackaged bond. Since the Company has a commitment to purchase the underlying bond at a specified price, the agreement meets the definition of a derivative where the value is derived based on the current market value of the bond compared to the fixed purchase price to be paid on the settlement date.

Derivative Balance Sheet Classification
The table below summarizes the balance sheet classification of the Company's derivative fair value amounts, as well as the gross asset and liability fair value amounts. The fair value amounts presented do not include income accruals. Derivative assets are included in “Other Assets,” while derivative liabilities are included in “Other Liabilities” within the Company’s Consolidated Balance Sheets. The notional amount of derivative contracts represents the basis upon which pay or receive amounts are calculated and are not reflective of exposure or credit risk.
   March 31, 2021 December 31, 2020
(In millions) Asset
Derivatives
Liability
Derivatives
Asset
Derivatives
Liability
Derivatives
Hedge Designation/ Derivative
Type
Notional
Amount
Fair Value Fair Value Notional
Amount
Fair Value Fair Value
Cash flow hedges:
Foreign currency swaps - VIE $ 18  $ 0  $ 2  $ 18  $ $
Total cash flow hedges 18  0  2  18 
Fair value hedges:
Foreign currency forwards 64  0  2  64 
Foreign currency options 8,672  0  85  8,865 
Total fair value hedges 8,736  0  87  8,929 
Net investment hedge:
Foreign currency forwards 4,978  277  1  5,010  14  84 
Foreign currency options 1,896  0  0  2,027 
Total net investment hedge 6,874  277  1  7,037  15  84 
Non-qualifying strategies:
Foreign currency swaps 2,250  63  24  2,250  47  81 
Foreign currency swaps - VIE 2,904  138  216  2,857  133  230 
Foreign currency forwards 15,285  319  763  26,528  386  301 
Foreign currency options 9,094  44  1  11,037 
Total non-qualifying strategies 29,533  564  1,004  42,672  566  612 
Total derivatives $ 45,161  $ 841  $ 1,094  $ 58,656  $ 583  $ 697 

26




Cash Flow Hedges
For certain variable-rate U.S. dollar-denominated available-for-sale securities held by Aflac Japan via consolidated VIEs, foreign currency swaps are used to swap the USD variable rate interest and principal payments to fixed rate JPY interest and principal payments. The Company has designated foreign currency swaps as a hedge of the variability in cash flows of a forecasted transaction or of amounts to be received or paid related to a recognized asset (“cash flow” hedge). The remaining maximum length of time for which these cash flows are hedged is approximately six years. The derivatives in the Company's consolidated VIEs that are not designated as accounting hedges are discussed in the "non-qualifying strategies" section of this note.
Fair Value Hedges
The Company designates and accounts for certain foreign currency forwards, options, and interest rate swaptions as fair value hedges when they meet the requirements for hedge accounting. The Company recognizes gains and losses on these derivatives as well as the offsetting gain or loss on the related hedged items in current earnings.

Foreign currency forwards and options hedge the foreign currency exposure of certain U.S. dollar-denominated available-for-sale fixed-maturity investments held in Aflac Japan. The change in the fair value of the foreign currency forwards related to the changes in the difference between the spot rate and the forward price is excluded from the assessment of hedge effectiveness. The change in fair value of the foreign currency option related to the time value of the option is recognized in current earnings and is excluded from the assessment of hedge effectiveness.

Interest rate swaptions hedge the interest rate exposure of certain U.S. dollar-denominated available-for-sale securities held in Aflac Japan. For these hedging relationships, the Company excludes time value from the assessment of hedge effectiveness and recognizes changes in the intrinsic value of the swaptions in current earnings within net investment income. The change in the time value of the swaptions is recognized in other comprehensive income (loss) and amortized into earnings (net investment income) over its legal term.

The following table presents the gains and losses on derivatives and the related hedged items in fair value hedges.

27




Fair Value Hedging Relationships
(In millions) Hedging Derivatives Hedged Items
Hedging Derivatives Hedged Items Total
Gains
(Losses)
Gains (Losses)
Excluded from Effectiveness Testing
(1)
Gains (Losses)
Included in Effectiveness Testing
(2)
 Gains (Losses)(2)
Net Investment Gains (Losses) Recognized for Fair Value Hedge
Three Months Ended March 31, 2021:
Foreign currency
forwards
Fixed maturity securities $ (4) $ 0  $ (4) $ 4  $ 0 
Foreign currency options Fixed maturity securities (60) (3) (57) 59  2 
  Total gains (losses) $ (64) $ (3) $ (61) $ 63  $ 2 
Three Months Ended March 31, 2020:
Foreign currency forwards Fixed maturity securities $ (16) $ (7) $ (9) $ 10  $
  Total gains (losses) $ (16) $ (7) $ (9) $ 10  $
(1) Gains (losses) excluded from effectiveness testing includes the forward point on foreign currency forwards and time value change on foreign currency options which are reported in the consolidated statement of earnings as net investment gains (losses). It also includes the change in the fair value of the interest rate swaptions related to the time value of the swaptions which is recognized as a component of other comprehensive income (loss).
(2) Gains and losses on foreign currency forwards and options and related hedged items are reported in the consolidated statement of earnings as net investment gains (losses). For interest rate swaptions and related hedged items, gains and losses included in the hedge assessment, premium amortization and time value amortization while the hedge items are still outstanding are reported within net investment income. The time value gains and losses for interest rate swaptions when the related hedged items are redeemed are reported in net investment gains and losses consistent with the impact of the hedged item. For the three-month periods ended March 31, 2021 and 2020, gains and losses included in the hedge assessment on interest rate swaptions and related hedged items were immaterial.

The following table shows the carrying amounts of assets designated and qualifying as hedged items in fair value hedges of interest rate risk and the related cumulative hedge adjustment included in the carrying amount.
(In millions)
Carrying Amount of the Hedged Assets/(Liabilities)(1)
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets/(Liabilities)
March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020
Fixed maturity securities $ 3,984  $ 4,331  $ 234  $ 237 
(1) The balance includes hedging adjustment on discontinued hedging relationships of $234 in 2021 and $237 in 2020.


Net Investment Hedge

The Company's investment in Aflac Japan is affected by changes in the yen/dollar exchange rate. To mitigate this exposure, the Parent Company's yen-denominated liabilities (see Note 8) have been designated as non-derivative hedges. Beginning in July 2019, certain foreign currency forwards and options were designated as derivative hedges of the foreign currency exposure of the Company's net investment in Aflac Japan.

The Company's net investment hedge was effective during the three-month periods ended March 31, 2021 and 2020, respectively.
28




Non-qualifying Strategies
For the Company's derivative instruments in consolidated VIEs that do not qualify for hedge accounting treatment, all changes in their fair value are reported in current period earnings within net investment gains (losses). The amount of gain or loss recognized in earnings for the Company's VIEs is attributable to the derivatives in those investment structures. While the change in value of the swaps is recorded through current period earnings, the change in value of the available-for-sale fixed maturity securities associated with these swaps is recorded through other comprehensive income.

As of March 31, 2021, the Parent Company had $2.3 billion notional amount of cross-currency interest rate swap agreements related to certain of its U.S. dollar-denominated senior notes to effectively convert a portion of the interest on the notes from U.S dollar to Japanese yen. Changes in the values of these swaps are recorded through current period earnings. For additional information regarding these swaps, see Note 9 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.
The Company uses foreign exchange forwards and options to economically mitigate the currency risk of some of its U.S. dollar-denominated loan receivables held within the Aflac Japan segment. These arrangements are not designated as accounting hedges, as the foreign currency remeasurement of the loan receivables impacts current period earnings, and generally offsets gains and losses from foreign exchange forwards within net investment gains (losses). The Company also has certain foreign exchange forwards on U.S. dollar-denominated available-for-sale securities where hedge accounting is not being applied.

The Company uses interest rate swaps to economically convert the variable rate investment income to a fixed rate on certain variable-rate investments.

29




Impact of Derivatives and Hedging Instruments

The following table summarizes the impact to earnings and other comprehensive income (loss) from all derivatives and hedging instruments.
Three Months Ended March 31,
2021 2020
(In millions)
Net Investment Income(1)
Net Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(2)
Net Investment Income(1)
Net Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(2)
Qualifying hedges:
  Cash flow hedges:
       Foreign currency swaps - VIE $ 0  $ (1) $ 0  $ (1) $ $ (4)
  Total cash flow hedges 0  (1)
(3)
0  (1)
(3)
(4)
  Fair value hedges:
       Foreign currency forwards(3)
0  (6)
       Foreign currency options(3)
(1)
  Total fair value hedges 0  (1) 0  (6)
  Net investment hedge:
       Non-derivative hedging
instruments
0  188 
       Foreign currency forwards 18  335  51  (25)
       Foreign currency options (2) 0 
  Total net investment hedge 16  523  57  (19)
  Non-qualifying strategies:
       Foreign currency swaps 87  50 
       Foreign currency swaps - VIE 29  (195)
       Foreign currency forwards (432) (36)
       Foreign currency options 16  (2)
       Interest rate swaps 0  47 
Forward bond purchase
commitment - VIE
(1)
  Total non-qualifying strategies (301) (136)
          Total $ 0  $ (287) $ 523  $ (1) $ (85) $ (23)
(1) Interest expense/income on cash flow hedges are recorded in net investment income. For interest rate swaptions classified as fair value hedges, the change in the time value of the swaptions is recognized in other comprehensive income (loss) and amortized into net investment income over its legal term. If the swaption is early terminated but the hedge item is still outstanding, the amortization of disposal amount of the swaptions is recorded in net investment income over the remaining life of the hedged items.
(2) Gains and losses on cash flow hedges and the change in the fair value of interest rate swaptions related to the time value of the swaptions in fair value hedges are recorded as unrealized gains (losses). Gains and losses on net investment hedges related to change in foreign currency spot rates are recorded in the unrealized foreign currency translation gains (losses) line in the consolidated statement of comprehensive income (loss).
(3) Impact of cash flow hedges reported as net investment gains (losses) includes an immaterial amount of gains or losses reclassified from accumulated other comprehensive income (loss) into earnings. It also includes an immaterial amount excluded from effectiveness testing during the three-month periods ended March 31, 2021 and 2020. Impact shown net of effect of hedged items (see Fair Value Hedges section of this Note 4 for further detail).

As of March 31, 2021, $5 million of deferred gains and losses on derivative instruments recorded in accumulated other comprehensive income are expected to be reclassified to earnings during the next twelve months.
Credit Risk Assumed through Derivatives

For the foreign currency and credit default swaps associated with the Company's VIE investments for which it is the primary beneficiary, the Company bears the risk of loss due to counterparty default even though it is not a direct counterparty to those contracts.

The Company is a direct counterparty to the foreign currency swaps that it has entered into in connection with certain of its senior notes and subordinated debentures; foreign currency forwards; and foreign currency options, and therefore the Company is exposed to credit risk in the event of nonperformance by the counterparties in those contracts. The risk of counterparty default for the Company's foreign currency swaps, certain foreign currency forwards, and foreign currency options is mitigated by collateral posting requirements that counterparties to those transactions must meet.
30





As of March 31, 2021, all of the Company's derivative agreement counterparties were investment grade.

The Company engages in over-the-counter (OTC) bilateral derivative transactions directly with unaffiliated third parties under International Swaps and Derivatives Association, Inc. (ISDA) agreements and other documentation. Most of the ISDA agreements also include Credit Support Annexes (CSAs) provisions, which generally provide for two-way collateral postings at the first dollar of exposure. The Company mitigates the risk that counterparties to transactions might be unable to fulfill their contractual obligations by monitoring counterparty credit exposure and collateral value while generally requiring that collateral be posted at the outset of the transaction. In addition, a significant portion of the derivative transactions have provisions that give the counterparty the right to terminate the transaction upon a downgrade of Aflac’s financial strength rating. The actual amount of payments that the Company could be required to make depends on market conditions, the fair value of outstanding affected transactions, and other factors prevailing at and after the time of the downgrade.

The Company also engages in OTC cleared derivative transactions through regulated central clearing counterparties. These positions are marked to market and margined on a daily basis (both initial margin and variation margin), and the Company has minimal exposure to credit-related losses in the event of nonperformance by counterparties to these derivatives.

Collateral posted by the Company to third parties for derivative transactions can generally be repledged or resold by the counterparties. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position by counterparty was approximately $497 million and $268 million as of March 31, 2021, and December 31, 2020, respectively. If the credit-risk-related contingent features underlying these agreements had been triggered on March 31, 2021, the Company estimates that it would be required to post a maximum of $38 million of additional collateral to these derivative counterparties. The Company is generally allowed to sell or repledge collateral obtained from its derivative counterparties, although it does not typically exercise such rights. (See the Offsetting tables below for collateral posted or received as of the reported balance sheet dates.)

Offsetting of Financial Instruments and Derivatives

Most of the Company's derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Parent Company or its subsidiaries and the respective counterparty in the event of default or upon the occurrence of certain termination events. Collateral support agreements with the master netting arrangements generally provide that the Company will receive or pledge financial collateral at the first dollar of exposure.

The Company has securities lending agreements with unaffiliated financial institutions that post collateral to the Company in return for the use of its fixed maturity and public equity securities (see Note 3). When the Company has entered into securities lending agreements with the same counterparty, the agreements generally provide for net settlement in the event of default by the counterparty. This right of set-off allows the Company to keep and apply collateral received if the counterparty failed to return the securities borrowed from the Company as contractually agreed.

The tables below summarize the Company's derivatives and securities lending transactions, and as reflected in the tables, in accordance with U.S. GAAP, the Company's policy is to not offset these financial instruments in the Consolidated Balance Sheets.


31




Offsetting of Financial Assets and Derivative Assets
March 31, 2021
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
Financial Instruments Securities
Collateral
Cash Collateral Received Net Amount
Derivative
assets:
    Derivative
      assets subject to a
      master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral $ 703  $ 0  $ 703  $ (387) $ (5) $ (250) $ 61 
    Total derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
703  0  703  (387) (5) (250) 61 
    Derivative
      assets not subject
      to a master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral 138  138  138 
    Total derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
138  138  138 
    Total derivative
assets
841  0  841  (387) (5) (250) 199 
Securities lending
and similar
arrangements
1,860  0  1,860  0  0  (1,860) 0 
    Total $ 2,701  $ 0  $ 2,701  $ (387) $ (5) $ (2,110) $ 199 
32




December 31, 2020
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
Financial Instruments Securities
Collateral
Cash Collateral Received Net Amount
Derivative
assets:
    Derivative
      assets subject to a
      master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral $ 450  $ $ 450  $ (295) $ (73) $ (76) $
    Total derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
450  450  (295) (73) (76)
    Derivative
      assets not subject
      to a master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral 133  133  133 
    Total derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
133  133  133 
    Total derivative
assets
583  583  (295) (73) (76) 139 
Securities lending
and similar
arrangements
940  940  (940)
    Total $ 1,523  $ $ 1,523  $ (295) $ (73) $ (1,016) $ 139 





















33




Offsetting of Financial Liabilities and Derivative Liabilities
March 31, 2021
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
Financial Instruments Securities
Collateral
Cash Collateral Pledged Net Amount
Derivative
liabilities:
    Derivative
      liabilities subject
      to a master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral $ 876  $ 0  $ 876  $ (387) $ (447) $ (12) $ 30 
    Total derivative
liabilities subject
to a master netting
agreement or
offsetting
arrangement
876  0  876  (387) (447) (12) 30 
    Derivative
      liabilities not
      subject to a
      master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral 218  218  218 
    Total derivative
liabilities not
subject to a
master netting
agreement or
offsetting
arrangement
218  218  218 
    Total derivative
liabilities
1,094  0  1,094  (387) (447) (12) 248 
Securities lending
and similar
arrangements
1,896  0  1,896  (1,860) 0  0  36 
    Total $ 2,990  $ 0  $ 2,990  $ (2,247) $ (447) $ (12) $ 284 

34




December 31, 2020
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
Financial Instruments Securities
Collateral
Cash Collateral Pledged Net Amount
Derivative
liabilities:
    Derivative
      liabilities subject
      to a master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral $ 466  $ $ 466  $ (295) $ (43) $ (69) $ 59 
    Total derivative
liabilities subject
to a master netting
agreement or
offsetting
arrangement
466  466  (295) (43) (69) 59 
    Derivative
      liabilities not
      subject to a
      master netting
      agreement or
      offsetting
      arrangement
          OTC - bilateral 231  231  231 
    Total derivative
liabilities not
subject to a
master netting
agreement or
offsetting
arrangement
231  231  231 
    Total derivative
liabilities
697  697  (295) (43) (69) 290 
Securities lending
and similar
arrangements
964  964  (940) 24 
    Total $ 1,661  $ $ 1,661  $ (1,235) $ (43) $ (69) $ 314 

For additional information on the Company's financial instruments, see the accompanying Notes 1, 3 and 5 and Notes 1, 3 and 5 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.

35




5.    FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. These two types of inputs create three valuation hierarchy levels. Level 1 valuations reflect quoted market prices for identical assets or liabilities in active markets. Level 2 valuations reflect quoted market prices for similar assets or liabilities in an active market, quoted market prices for identical or similar assets or liabilities in non-active markets or model-derived valuations in which all significant valuation inputs are observable in active markets. Level 3 valuations reflect valuations in which one or more of the significant inputs are not observable in an active market.

The following tables present the fair value hierarchy levels of the Company's assets and liabilities that are measured and carried at fair value on a recurring basis.
  
March 31, 2021
(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 maturity securities:
Government and agencies $ 34,432  $ 1,359  $ 0  $ 35,791 
Municipalities 0  2,901  0  2,901 
Mortgage- and asset-backed securities 0  980  204  1,184 
Public utilities 0  9,720  479  10,199 
Sovereign and supranational 0  1,207  68  1,275 
Banks/financial institutions 0  11,547  28  11,575 
Other corporate 0  37,500  319  37,819 
Total fixed maturity securities 34,432  65,214  1,098  100,744 
Equity securities 971  81  122  1,174 
Other investments 1,295  0  0  1,295 
Cash and cash equivalents 4,990  0  0  4,990 
Other assets:
Foreign currency swaps 0  63  138  201 
Foreign currency forwards 0  596  0  596 
Foreign currency options 0  44  0  44 
Total other assets 0  703  138  841 
Total assets $ 41,688  $ 65,998  $ 1,358  $ 109,044 
Liabilities:
Other liabilities:
Foreign currency swaps $ 0  $ 24  $ 218  $ 242 
Foreign currency forwards 0  766  0  766 
Foreign currency options 0  86  0  86 
Total liabilities $ 0  $ 876  $ 218  $ 1,094 
36




  
December 31, 2020
(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 maturity securities:
Government and agencies $ 36,032  $ 1,318  $ $ 37,350 
Municipalities 3,018  3,018 
Mortgage- and asset-backed securities 814  224  1,038 
Public utilities 10,395  422  10,817 
Sovereign and supranational 1,334  48  1,382 
Banks/financial institutions 12,036  24  12,060 
Other corporate 39,918  299  40,217 
Total fixed maturity securities 36,032  68,833  1,017  105,882 
Equity securities 1,095  86  102  1,283 
Other investments 1,139  1,139 
Cash and cash equivalents 5,141  5,141 
Other assets:
Foreign currency swaps 47  133  180 
Foreign currency forwards 402  402 
Foreign currency options
Total other assets 450  133  583 
Total assets $ 43,407  $ 69,369  $ 1,252  $ 114,028 
Liabilities:
Other liabilities:
Foreign currency swaps $ $ 81  $ 231  $ 312 
Foreign currency forwards 385  385 
Total liabilities $ $ 466  $ 231  $ 697 


37




The following tables present the carrying amount and fair value categorized by fair value hierarchy level for the Company's financial instruments that are not carried at fair value.
  
March 31, 2021
(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 maturity securities:
Government and agencies $ 21,915  $ 26,599  $ 240  $ 0  $ 26,839 
Municipalities 352  0  460  0  460 
Public utilities 44  0  57  0  57 
Sovereign and
supranational
534  0  670  0  670 
Other corporate 23  0  30  0  30 
Commercial mortgage and
other loans
10,847  0  0  10,898  10,898 
Other investments (1)
18  0  18  0  18 
 Total assets $ 33,733  $ 26,599  $ 1,475  $ 10,898  $ 38,972 
Liabilities:
Other policyholders’ funds $ 7,367  $ 0  $ 0  $ 7,258  $ 7,258 
Notes payable
(excluding leases)
7,937  0  8,303  269  8,572 
Total liabilities $ 15,304  $ 0  $ 8,303  $ 7,527  $ 15,830 
(1) Excludes policy loans of $242 and equity method investments of $1,110, at carrying value
38




  
December 31, 2020
(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 maturity securities:
Government and agencies $ 23,445  $ 28,810  $ 260  $ $ 29,070 
Municipalities 377  499  499 
Public utilities 47  61  61 
Sovereign and
supranational
571  736  736 
Other corporate 24  33  33 
Commercial mortgage and
other loans
10,554  10,655  10,655 
Other investments (1)
26  26  26 
  Total assets $ 35,044  $ 28,810  $ 1,615  $ 10,655  $ 41,080 
Liabilities:
Other policyholders’ funds $ 7,824  $ $ $ 7,709  $ 7,709 
Notes payable
(excluding leases)
7,745  8,396  288  8,684 
Total liabilities $ 15,569  $ $ 8,396  $ 7,997  $ 16,393 
(1) Excludes policy loans of $260 and equity method investments of $1,004, at carrying value

Fair Value of Financial Instruments

Fixed maturity and equity securities

The Company determines the fair values of fixed maturity securities and public and privately-issued equity securities using the following approaches or techniques: price quotes and valuations from third party pricing vendors (including quoted market prices readily available from public exchange markets) and non-binding price quotes the Company obtains from outside brokers.

A third party pricing vendor has developed valuation models to determine fair values of privately issued securities. These models are discounted cash flow (DCF) valuation models, but also use information from related markets, specifically the credit default swap (CDS) market to estimate expected cash flows. These models take into consideration any unique characteristics of the securities and make various adjustments to arrive at an appropriate issuer-specific loss adjusted credit curve. This credit curve is then used with the relevant recovery rates to estimate expected cash flows and modeling of additional features, including illiquidity adjustments, if necessary, to price the security by discounting those loss adjusted cash flows. In cases where a credit curve cannot be developed from the specific security features, the valuation methodology takes into consideration other market observable inputs, including:

1) the most appropriate comparable security(ies) of the issuer
2) issuer-specific CDS spreads
3) bonds or CDS spreads of comparable issuers with similar characteristics such as rating, geography, or sector
4) bond indices that are comparative in rating, industry, maturity and region.

The pricing data and market quotes the Company obtains from outside sources, including third party pricing services, are reviewed internally for reasonableness. If a fair value appears unreasonable, the Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, the Company may compare the inputs to relevant market indices and other performance measurements. Based on management's analysis, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. Beginning in the third quarter of 2020, the Company refined these valuation models to explicitly incorporate currency basis swap adjustments (market observable data) to assumed interest rate curves where appropriate. The Company has
39




performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value.

For the periods presented, the Company has not adjusted the quotes or prices it obtains from the pricing services and brokers it uses.

The following tables present the pricing sources for the fair values of the Company's fixed maturity and equity securities.
March 31, 2021
(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 maturity securities:
         Government and agencies:
            Third party pricing vendor $ 34,432  $ 1,359  $ 0  $ 35,791 
               Total government and agencies 34,432  1,359  0  35,791 
         Municipalities:
            Third party pricing vendor 0  2,901  0  2,901 
               Total municipalities 0  2,901  0  2,901 
         Mortgage- and asset-backed securities:
            Third party pricing vendor 0  406  0  406 
            Broker/other 0  574  204  778 
               Total mortgage- and asset-backed securities 0  980  204  1,184 
         Public utilities:
            Third party pricing vendor 0  9,720  0  9,720 
            Broker/other 0  0  479  479 
               Total public utilities 0  9,720  479  10,199 
         Sovereign and supranational:
            Third party pricing vendor 0  1,207  0  1,207 
            Broker/other 0  0  68  68 
               Total sovereign and supranational 0  1,207  68  1,275 
         Banks/financial institutions:
            Third party pricing vendor 0  11,547  0  11,547 
            Broker/other 0  0  28  28 
               Total banks/financial institutions 0  11,547  28  11,575 
         Other corporate:
            Third party pricing vendor 0  37,500  0  37,500 
            Broker/other 0  0  319  319 
               Total other corporate 0  37,500  319  37,819 
                  Total securities available for sale $ 34,432  $ 65,214  $ 1,098  $ 100,744 
Equity securities, carried at fair value:
            Third party pricing vendor $ 971  $ 81  $ 0  $ 1,052 
            Broker/other 0  0  122  122 
               Total equity securities $ 971  $ 81  $ 122  $ 1,174 
40




March 31, 2021
(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 maturity securities:
         Government and agencies:
            Third party pricing vendor $ 26,599  $ 240  $ 0  $ 26,839 
               Total government and agencies 26,599  240  0  26,839 
         Municipalities:
            Third party pricing vendor 0  460  0  460 
               Total municipalities 0  460  0  460 
         Public utilities:
            Third party pricing vendor 0  57  0  57 
               Total public utilities 0  57  0  57 
         Sovereign and supranational:
            Third party pricing vendor 0  670  0  670 
               Total sovereign and supranational 0  670  0  670 
         Other corporate:
            Third party pricing vendor 0  30  0  30 
               Total other corporate 0  30  0  30 
                  Total securities held to maturity $ 26,599  $ 1,457  $ 0  $ 28,056 



41




December 31, 2020
(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 maturity securities:
         Government and agencies:
            Third party pricing vendor $ 36,032  $ 1,318  $ $ 37,350 
               Total government and agencies 36,032  1,318  37,350 
         Municipalities:
            Third party pricing vendor 3,018  3,018 
               Total municipalities 3,018  3,018 
         Mortgage- and asset-backed securities:
            Third party pricing vendor 364  364 
            Broker/other 450  224  674 
               Total mortgage- and asset-backed securities 814  224  1,038 
         Public utilities:
            Third party pricing vendor 10,395  10,395 
            Broker/other 422  422 
               Total public utilities 10,395  422  10,817 
         Sovereign and supranational:
            Third party pricing vendor 1,334  1,334 
            Broker/other 48  48 
               Total sovereign and supranational 1,334  48  1,382 
         Banks/financial institutions:
            Third party pricing vendor 12,036  12,036 
            Broker/other 24  24 
               Total banks/financial institutions 12,036  24  12,060 
         Other corporate:
            Third party pricing vendor 39,886  39,886 
            Broker/other 32  299  331 
               Total other corporate 39,918  299  40,217 
                  Total securities available for sale $ 36,032  $ 68,833  $ 1,017  $ 105,882 
Equity securities, carried at fair value:
            Third party pricing vendor $ 1,095  $ 86  $ $ 1,181 
            Broker/other 102  102 
               Total equity securities $ 1,095  $ 86  $ 102  $ 1,283 
42




December 31, 2020
(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 maturity securities:
         Government and agencies:
            Third party pricing vendor $ 28,810  $ 260  $ $ 29,070 
               Total government and agencies 28,810  260  29,070 
         Municipalities:
            Third party pricing vendor 499  499 
               Total municipalities 499  499 
         Public utilities:
            Third party pricing vendor 61  61 
               Total public utilities 61  61 
         Sovereign and supranational:
            Third party pricing vendor 736  736 
               Total sovereign and supranational 736  736 
         Other corporate:
            Third party pricing vendor 33  33 
               Total other corporate 33  33 
                  Total securities held to maturity $ 28,810  $ 1,589  $ $ 30,399 

The following is a discussion of the determination of fair value of the Company's remaining financial instruments.

Derivatives

The Company uses derivative instruments to manage the risk associated with certain assets. However, the derivative instrument may not be classified in the same fair value hierarchy level as the associated asset. The significant inputs to pricing derivatives are generally observable in the market or can be derived by observable market data. When these inputs are observable, the derivatives are classified as Level 2.

The Company uses present value techniques to value non-option based derivatives. It also uses option pricing models to value option based derivatives. Key inputs are as follows:

Instrument Type Level 2 Level 3
Interest rate derivatives
Swap yield curves
Basic curves
Interest rate volatility (1)
Not applicable
Foreign currency exchange rate derivatives - Non-VIES (forwards, swaps and options)
Foreign currency forward rates
Swap yield curves
Basis curves
Foreign currency spot rates
Cross foreign currency basis curves
Foreign currency volatility (1)
Not applicable
Foreign currency exchange rate derivatives - VIEs (swaps) Foreign currency spot rates
Swap yield curves (2)
Credit default swap curves (2)
Basis curves (2)
Recovery rates
Foreign currency forward rates (2)
Foreign cross currency basis curves (2)
(1) Option-based only
(2) Extrapolation beyond the observable limits of the curve(s).
43




The fair values of the foreign currency forwards and options are based on observable market inputs, therefore they are classified as Level 2.

To determine the fair value of its interest rate derivatives, the Company uses inputs that are generally observable in the market or can be derived from observable market data. Interest rate swaps are cleared trades. In a cleared swap contract, the clearinghouse provides benefits to the counterparties similar to contracts listed for investment traded on an exchange since it maintains a daily margin to mitigate counterparties' credit risk. These derivatives are priced using observable inputs, accordingly, they are classified as Level 2. For its interest rate swaptions, the Company estimates their fair values using observable market data, including interest rate curves and volatility. Their fair values are also classified as Level 2.

For derivatives associated with VIEs where the Company is the primary beneficiary, the Company is not the direct counterparty to the swap contracts. As a result, the fair value measurements incorporate the credit risk of the collateral associated with the VIE. Based on an analysis of these derivatives and a review of the methodology employed by the pricing vendor, the Company determined that due to the long duration of these swaps and the need to extrapolate from short-term observable data to derive and measure long-term inputs, certain inputs, assumptions and judgments are required to value future cash flows that cannot be corroborated by current inputs or current observable market data. As a result, the derivatives associated with the Company's consolidated VIEs are classified as Level 3 of the fair value hierarchy.

For forward bond purchase commitments with VIEs, the fair value of the derivative is based on the difference in the fixed purchase price and the current market value of the related bond prior to the settlement date. Since the bond is typically a public bond with readily available pricing, the derivatives associated with the forward purchase commitment are classified as Level 2 of the fair value hierarchy.

Commercial mortgage and other loans

Commercial mortgage and other loans include transitional real estate loans, commercial mortgage loans and middle market loans. The Company's loan receivables do not have readily determinable market prices and generally lack market liquidity. Fair values for loan receivables are determined based on the present value of expected future cash flows discounted at the applicable U.S. Treasury or London Interbank Offered Rate (LIBOR) yield plus an appropriate spread that considers other risk factors, such as credit and liquidity risk. The spreads are a significant component of the pricing inputs and are generally considered unobservable. Therefore, these investments have been assigned a Level 3 within the fair value hierarchy.

Other investments

Other investments includes short-term investments that are measured at fair value where amortized cost approximates fair value.

Other policyholders' funds

The largest component of the other policyholders' funds liability is the Company's annuity line of business in Aflac Japan. The Company's annuities have fixed benefits and premiums. For this product, the Company estimates the fair value to be equal to the cash surrender value. This is analogous to the value paid to policyholders on the valuation date if they were to surrender their policy. The Company periodically checks the cash value against discounted cash flow projections for reasonableness. The Company considers its inputs for this valuation to be unobservable and have accordingly classified this valuation as Level 3.

Notes payable

The fair values of the Company's publicly issued notes payable are determined by utilizing available sources of observable inputs from third party pricing vendors and are classified as Level 2. The fair values of the Company's yen-denominated loans approximate their carrying values and are classified as Level 3.



44




Transfers between Hierarchy Levels and Level 3 Rollforward
The following tables present the changes in fair value of the Company's investments and derivatives carried at fair value classified as Level 3.
Three Months Ended
March 31, 2021
  Fixed Maturity Securities Equity
Securities
Derivatives (1)
(In millions) Mortgage-
and
Asset-
Backed
Securities
Public
Utilities
Sovereign
and
Supranational
Banks/
Financial
Institutions
Other
Corporate
  Foreign
Currency
Swaps
Total
Balance, beginning of period $ 224  $ 422  $ 48  $ 24  $ 299  $ 102  $ (98) $ 1,021 
Net investment gains (losses)
included in earnings
19  28 
Unrealized gains (losses) included
in other comprehensive income
(loss)
(15) (18) (3) (1) (12) (1) (50)
Purchases, issuances, sales
and settlements:
Purchases 10  78  11  104 
Issuances
Sales
Settlements (3) (3)
Transfers into Level 3 23 
(2)
32 
(2)
55 
Transfers out of Level 3 (15)
(3)
(15)
Balance, end of period $ 204  $ 479  $ 68  $ 28  $ 319  $ 122  $ (80) $ 1,140 
Changes in unrealized gains
(losses) relating to Level 3 assets
and liabilities still held at the end
of the period included in earnings
$ $ $ $ $ $ $ 19  $ 19 
(1) Derivative assets and liabilities are presented net
(2) Transfer due to a lack of availability of observable market inputs
(3) Transfer due to availability of observable market inputs
Three Months Ended
March 31, 2020
  Fixed Maturity Securities Equity
Securities
Derivatives (1)
 
(In millions) Mortgage-
and
Asset-
Backed
Securities
Public
Utilities
Banks/
Financial
Institutions
Other
Corporate
  Foreign
Currency
Swaps
Total
Balance, beginning of period $ 178  $ 224  $ 23  $ 262  $ 80  $ 43  $ 810 
Net investment gains (losses) included
in earnings
(185) (185)
Unrealized gains (losses) included in other
comprehensive income (loss)
(8) (17) (4) (28)
Purchases, issuances, sales and settlements:
Purchases 83  85 
Issuances
Sales
Settlements (1) (1)
Transfers into Level 3
(2)
Transfers out of Level 3
Balance, end of period $ 188  $ 298  $ 23  $ 245  $ 82  $ (146) $ 690 
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at
the end of the period included in earnings
$ $ $ $ $ $ (185) $ (185)
(1) Derivative assets and liabilities are presented net
(2) Transfer due to reclassification of level 3 securities from HTM to AFS


45




Fair Value Sensitivity

Level 3 Significant Unobservable Input Sensitivity

The following tables summarize the significant unobservable inputs used in the valuation of the Company's Level 3 investments and derivatives carried at fair value. Included in the tables are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.
March 31, 2021
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
Assets:
  Securities available for sale, carried at fair value:
    Fixed maturity securities:
       Mortgage- and asset-backed securities $ 204  Consensus pricing Offered quotes N/A
(a)
       Public utilities 479  Discounted cash flow Credit spreads N/A
(a)
       Sovereign and supranational 68  Discounted cash flow Historical volatility N/A
(a)
       Banks/financial institutions 28  Consensus pricing Offered quotes N/A
(a)
       Other corporate 319  Discounted cash flow Credit spreads N/A
(a)
  Equity securities 122  Net asset value Offered quotes N/A
(a)
  Other assets:
       Foreign currency swaps 73  Discounted cash flow Interest rates (USD) 1.78% - 2.20%
(b)
Interest rates (JPY) .16% - .57%
(c)
CDS spreads 26 bps - 127 bps
65  Discounted cash flow Interest rates (USD) 1.78% - 2.20%
(b)
Interest rates (JPY) .16% - .57%
(c)
            Total assets $ 1,358 
Liabilities:
  Other liabilities:
       Foreign currency swaps $ 140  Discounted cash flow Interest rates (USD) 1.78% - 2.20%
(b)
Interest rates (JPY) .16% - .57%
(c)
CDS spreads 27 bps - 201 bps
78  Discounted cash flow Interest rates (USD) 1.78% - 2.20%
(b)
Interest rates (JPY) .16% - .57%
(c)
            Total liabilities $ 218 
(a) N/A represents securities where the Company receives unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.
(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of the Company's swaps
(c) Inputs derived from Japan long-term rates to accommodate long maturity nature of the Company's swaps



46




December 31, 2020
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
Assets:
  Securities available for sale, carried at fair value:
    Fixed maturity securities:
       Mortgage- and asset-backed securities $ 224  Consensus pricing Offered quotes N/A
(a)
       Public utilities 422  Discounted cash flow Credit spreads N/A
(a)
       Sovereign and supranational 48  Discounted cash flow Historical volatility N/A
(a)
       Banks/financial institutions 24  Consensus pricing Offered quotes N/A
(a)
       Other corporate 299  Discounted cash flow Credit spreads N/A
(a)
  Equity securities 102  Net asset value Offered quotes N/A
(a)
  Other assets:
       Foreign currency swaps 69  Discounted cash flow Interest rates (USD) .93% - 1.40%
(b)
Interest rates (JPY) .05% - .43%
(c)
CDS spreads 22 bps - 128 bps
64  Discounted cash flow Interest rates (USD) .93% - 1.40%
(b)
Interest rates (JPY) .05% - .43%
(c)
            Total assets $ 1,252 
Liabilities:
  Other liabilities:
       Foreign currency swaps $ 160  Discounted cash flow Interest rates (USD) .93% - 1.12%
(b)
Interest rates (JPY) .05% - .35%
(c)
CDS spreads 41 bps - 140 bps
71  Discounted cash flow Interest rates (USD) .93% - 1.12%
(b)
Interest rates (JPY) .05% - .35%
(c)
            Total liabilities $ 231 
(a) N/A represents securities where the Company receives unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.
(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of the Company's swaps
(c) Inputs derived from Japan long-term rates to accommodate long maturity nature of the Company's swaps
47




The following is a discussion of the significant unobservable inputs or valuation techniques used in determining the fair value of securities and derivatives classified as Level 3.

Net Asset Value

The Company holds certain unlisted equity securities whose fair value is derived based on the financial statements published by the investee. These securities do not trade on an active market and the valuations derived are dependent on the availability of timely financial reporting of the investee. Net asset value is an unobservable input in the determination of fair value of equity securities.

Offered Quotes

In circumstances where the Company's valuation model price is overridden because it implies a value that is not consistent with current market conditions, the Company will solicit bids from a limited number of brokers. The Company also receives unadjusted prices from brokers for its mortgage and asset-backed securities. These quotes are non-binding but are reflective of valuation best estimates at that particular point in time. Offered quotes are an unobservable input in the determination of fair value of mortgage- and asset-backed securities, certain banks/financial institutions, certain other corporate, and equity securities investments.

Interest Rates and CDS Spreads

The significant drivers of the valuation of the foreign exchange swaps are interest rates and CDS spreads. Some of the Company's swaps have long maturities that increase the sensitivity of the swaps to interest rate fluctuations. For the Company's foreign exchange or cross currency swaps that are in a net asset position, an increase in yen interest rates (all other factors held constant) will decrease the present value of the yen final settlement receivable (receive leg), thus decreasing the value of the swap as long as the derivative remains in a net asset position.
Foreign exchange swaps also have a lump-sum final settlement of foreign exchange principal amounts at the termination of the swap. Assuming all other factors are held constant, an increase in yen interest rates will decrease the receive leg and decrease the net value of the swap. Likewise, holding all other factors constant, an increase in U.S. dollar interest rates will increase the swap's net value due to the decrease in the present value of the dollar final settlement payable (pay leg).
The extinguisher feature in most of the Company's VIE swaps results in a cessation of cash flows and no further payments between the parties to the swap in the event of a default on the referenced or underlying collateral. To price this feature, the Company applies the survival probability of the referenced entity to the projected cash flows. The survival probability uses the CDS spreads and recovery rates to adjust the present value of the cash flows. For extinguisher swaps with positive values, an increase in CDS spreads decreases the likelihood of receiving the final exchange payments and reduces the value of the swap.

For additional information on the Company's investments and financial instruments, see the accompanying Notes 1, 3 and 4 and Notes 1, 3 and 4 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.

48




6.    POLICY LIABILITIES

Changes in the liability for unpaid policy claims were as follows:
Three Months Ended
March 31,
(In millions) 2021 2020
Unpaid supplemental health claims, beginning of period $ 4,389  $ 3,968 
Less reinsurance recoverables 39  31 
Net balance, beginning of period 4,350  3,937 
Add claims incurred during the period related to:
Current year 1,859  1,837 
Prior years (320) (136)
Total incurred 1,539  1,701 
Less claims paid during the period on claims incurred during:
Current year 511  556 
Prior years 1,061  1,144 
Total paid 1,572  1,700 
Effect of foreign exchange rate changes on unpaid claims (162) 12 
Net balance, end of period 4,155  3,950 
Add reinsurance recoverables 37  33 
Unpaid supplemental health claims, end of period 4,192  3,983 
Unpaid life claims, end of period 756  710 
Total liability for unpaid policy claims $ 4,948  $ 4,693 

The incurred claims development related to prior years reflects favorable claims experience compared to previous estimates. The favorable claims development of $320 million for the three-month period ended March 31, 2021 comprises approximately $101 million from Japan and $219 million from the U.S., representing approximately 32% and 68% of the total, respectively. Excluding the impact of foreign exchange of a gain of approximately $1 million from December 31, 2020 to March 31, 2021, the favorable claims development in Japan would have been approximately $100 million, representing approximately 31% of the total. The U.S. portion of the favorable claims development includes $137 million related to refinements in estimates for COVID and non-COVID claims as experience emerged.

The Company has experienced continued favorable claim trends in 2021 for its core health products in Japan. During the first quarter of 2021, there were impacts from lower utilization of healthcare services, due to the COVID-19 pandemic. This impacted both cancer and medical products, as the Japan population was avoiding doctor and hospital visits, and was staying home more. This resulted in lower sickness, accident, and cancer incurred claims. In addition, cancer treatment patterns in Japan are continuing to be influenced by significant advances in early-detection techniques and by the increased use of pathological diagnosis rather than clinical exams. Additionally, follow-up radiation and chemotherapy treatments are occurring more often on an outpatient basis. Such changes in treatment not only increase the quality of life and initial outcomes for the patients, but also decrease the average length of each hospital stay, resulting in favorable claims development.

For the majority of the Company's major U.S. accident and health lines of business, including accident, hospital indemnity, cancer, critical illness and short-term disability, the incurred claims development related to prior years reflects favorable claims experience compared to previous estimates.

7.    REINSURANCE

The Company periodically enters into fixed quota-share coinsurance agreements with other companies in the normal course of business. For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. Reinsurance premiums and benefits paid or provided are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums and benefits are reported net of insurance ceded.

49




The Company has recorded a deferred profit liability related to reinsurance transactions. The remaining deferred profit liability of $942 million and $1.0 billion as of March 31, 2021 and December 31, 2020, respectively, is included in future policy benefits in the consolidated balance sheet and is being amortized into income over the expected lives of the policies. The Company has also recorded a reinsurance recoverable for reinsurance transactions, which is included in other assets in the consolidated balance sheet and had a remaining balance of $972 million and $1.0 billion as of March 31, 2021 and December 31, 2020, respectively. The spot yen/dollar exchange rate weakened by approximately 6.5% and ceded reserves decreased approximately 6.4% from December 31, 2020 to March 31, 2021.

The following table reconciles direct premium income and direct benefits and claims to net amounts after the effect of reinsurance which also includes the elimination of inter-segment amounts associated with affiliated reinsurance.
Three Months Ended
March 31,
(In millions) 2021 2020
Direct premium income $ 4,652  $ 4,772 
Ceded to other companies:
    Ceded Aflac Japan closed blocks (114) (116)
    Other (19) (24)
Assumed from other companies:
    Retrocession activities 48  49 
    Other 26 
Net premium income $ 4,593  $ 4,681 
Direct benefits and claims $ 2,776  $ 3,028 
Ceded benefits and change in reserves for future benefits:
    Ceded Aflac Japan closed blocks (99) (105)
    Eliminations 8  10 
    Other (8) (25)
Assumed from other companies:
    Retrocession activities 42  41 
    Eliminations (8) (10)
    Other 24 
Benefits and claims, net $ 2,735  $ 2,939 

These reinsurance transactions are indemnity reinsurance that do not relieve the Company from its obligations to policyholders. In the event that the reinsurer is unable to meet their obligations, the Company remains liable for the reinsured claims.

As a part of its capital contingency plan, the Company entered into a committed reinsurance facility agreement on December 1, 2015 in the amount of approximately ¥120 billion of reserves. This reinsurance facility agreement was renewed in 2020 and is effective until December 31, 2021. There are also additional commitment periods of a one-year duration, each of which are automatically extended unless notification is received from the reinsurer within 60 days prior to the expiration. The reinsurer can withdraw from the committed facility if Aflac's Standard and Poor's (S&P) rating drops below BBB-. As of March 31, 2021, the Company has not executed a reinsurance treaty under this committed reinsurance facility.
8.    NOTES PAYABLE AND LEASE OBLIGATIONS

A summary of notes payable and lease obligations follows:
50




(In millions) March 31, 2021 December 31, 2020
3.625% senior notes due June 2023
$ 698  $ 698 
3.625% senior notes due November 2024
747  747 
3.25% senior notes due March 2025
448  448 
1.125% senior sustainability notes due March 2026
397 
2.875% senior notes due October 2026
298  298 
3.60% senior notes due April 2030
991  990 
6.90% senior notes due December 2039
221  221 
6.45% senior notes due August 2040
254  254 
4.00% senior notes due October 2046
394  394 
4.750% senior notes due January 2049
541  541 
Yen-denominated senior notes and subordinated debentures:
.300% senior notes due September 2025 (principal amount ¥12.4 billion)
111  119 
.932% senior notes due January 2027 (principal amount ¥60.0 billion)
540  578 
.500% senior notes due December 2029 (principal amount ¥12.6 billion)
113  121 
.550% senior notes due March 2030 (principal amount ¥13.3 billion)
119  127 
1.159% senior notes due October 2030 (principal amount ¥29.3 billion)
263  282 
.843% senior notes due December 2031 (principal amount ¥9.3 billion)
84  90 
.750% senior notes due March 2032 (principal amount ¥20.7 billion)
185  198 
1.488% senior notes due October 2033 (principal amount ¥15.2 billion)
136  146 
.934% senior notes due December 2034 (principal amount ¥9.8 billion)
88  94 
.830% senior notes due March 2035 (principal amount ¥10.6 billion)
95  101 
1.750% senior notes due October 2038 (principal amount ¥8.9 billion)
80  85 
1.122% senior notes due December 2039 (principal amount ¥6.3 billion)
57  61 
2.108% subordinated debentures due October 2047 (principal amount ¥60.0 billion)
538  575 
.963% subordinated bonds due April 2049 (principal amount ¥30.0 billion)
270  289 
Yen-denominated loans:
Variable interest rate loan due September 2026 (.43% in 2021 and 2020,
  principal amount ¥5.0 billion)
45  48 
Variable interest rate loan due September 2029 (.58% in 2021 and 2020,
  principal amount ¥25.0 billion)
224  240 
Finance lease obligations payable through 2027 14  11 
Operating lease obligations payable through 2049 137  143 
Total notes payable and lease obligations $ 8,088  $ 7,899 
Amounts in the table above are reported net of debt issuance costs and issuance premiums or discounts, if applicable, that are being amortized over the life of the notes.
In March 2021, the Parent Company issued $400 million of senior sustainability notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 1.125% per annum, payable semi-annually, and will mature in March 2026. The Company intends, but is not contractually committed, to allocate an amount at least equivalent to the net proceeds from this issuance exclusively to existing or future investments in, or financing of, assets, businesses or projects that meet the eligibility criteria of the Company's sustainability bond framework described in the offering documentation in connection with such notes. These notes are redeemable at the Parent Company's option in whole at any time or in part from time to time at a redemption price equal to the greater of: (i) the aggregate principal amount of the notes to be redeemed or (ii) the amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the notes to be redeemed, not including any portion of the payments of interest accrued as of such redemption date, discounted to such redemption date on a semiannual basis at the yield to maturity for a U.S. Treasury security with a maturity comparable to the remaining term of the notes, plus 10 basis points, plus in each case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, such redemption date.
51




A summary of the Company's lines of credit as of March 31, 2021 follows:
Borrower(s) Type Term Expiration Date Capacity Amount Outstanding Interest Rate on Borrowed Amount Maturity Period Commitment Fee Business Purpose
Aflac Incorporated
and Aflac
uncommitted bilateral 364 days December 17, 2021
$100 million
$0 million
The rate quoted by the bank and agreed upon at the time of borrowing
Up to 3 months
None General corporate purposes
Aflac Incorporated unsecured revolving 5 years
March 29,
2024, or the date commitments are terminated pursuant to an event of default
¥100.0 billion
¥0.0 billion
A rate per annum equal to (a) Tokyo interbank market rate (TIBOR) plus, the alternative applicable TIBOR margin during the availability period from the closing date to the commitment termination date or (b) the TIBOR rate offered by the agent to major banks in yen for the applicable period plus, the applicable alternative TIBOR margin during the term out period No later than
March 29, 2024
.30% to .50%, depending on the Parent Company's debt ratings as of the date of determination
General corporate purposes, including a capital contingency plan for the operations of the Parent Company
Aflac Incorporated
and Aflac
unsecured revolving 5 years November 18, 2024, or the date commitments are terminated pursuant to an event of default
$1.0 billion
$0.0 billion
A rate per annum equal to, at the Company's option, either, (a) LIBOR adjusted for certain costs or (b) a base rate determined by reference to the highest of (1) the federal funds rate plus 1/2 of 1%, (2) the rate of interest for such day announced by Mizuho Bank, Ltd. as its prime rate, or (3) the eurocurrency rate for an interest period of one month plus 1.00%, in each case plus an applicable margin No later than November 18, 2024
.085% to
.225%, depending on the Parent Company's debt ratings as of the date of determination
General corporate purposes, including a capital contingency plan for the operations of the Parent Company
Aflac Incorporated
and Aflac
uncommitted bilateral None specified None specified
$50 million
$0 million
A rate per annum equal to, at the Parent Company's option, either (a) a eurocurrency rate determined by reference to the agent's LIBOR for the interest period relevant to such borrowing or (b) the base rate determined by reference to the greater of (i) the prime rate as determined by the agent, and (ii) the sum of 0.50% and the federal funds rate for such day
Up to 3 months
None General corporate purposes
Aflac(1)
uncommitted revolving 364 days November 30, 2021
$250 million
$0 million
USD three-month LIBOR plus 75 basis points per annum 3 months None General corporate purposes
Aflac Incorporated(1)
uncommitted revolving 364 days
April 2, 2021(2)
¥50.0 billion
¥0.0 billion
Three-month TIBOR plus 70 basis points per annum 3 months None General corporate purposes
Aflac Incorporated(1)
uncommitted revolving 364 days November 25, 2021
¥50.0 billion
¥0.0 billion
Three-month TIBOR plus 70 basis points per annum 3 months None General corporate purposes
Aflac New York(1)
uncommitted revolving 364 days
April 7, 2021(3)
$25 million
$0 million
USD three-month LIBOR plus 75 basis points per annum 3 months None General corporate purposes
CAIC(1)
uncommitted revolving 364 days March 21, 2022
$15 million
$0 million
USD three-month LIBOR plus 75 basis points per annum 3 months None General corporate purposes
Tier One Insurance Company(1)
uncommitted revolving 364 days March 21, 2022
$0.3 million
$0 million
USD three-month LIBOR plus 75 basis points per annum 3 months None General corporate purposes
(1) Intercompany credit agreement
(2)Renewed in April 2021 with an expiration date April 1, 2022
(3)Renewed in April 2021 with an expiration date of April 7, 2022
(continued)
52




Borrower(s) Type Term Expiration Date Capacity Amount Outstanding Interest Rate on Borrowed Amount Maturity Period Commitment Fee Business Purpose
AGV Management Services Japan K.K.(1)
uncommitted revolving 364 days May 1, 2021
¥500 million
¥350 million
A rate per annum equal to the short-term prime lending rates of banks appearing on the website for the Bank of Japan on the first day of the applicable period No later than
May 1, 2021
None General corporate purposes
Hatch Healthcare K.K.(1)
uncommitted revolving 364 days January 3, 2022
¥900 million
¥0 million
A rate per annum equal to the short-term prime lending rates of banks appearing on the website for the Bank of Japan on the first day of the applicable period No later than January 3, 2022 None General corporate purposes
Hatch Insight K.K.(1)
uncommitted revolving 364 days January 3, 2022
¥600 million
¥0 million
A rate per annum equal to the short-term prime lending rates of banks appearing on the website for the Bank of Japan on the first day of the applicable period No later than January 3, 2022 None General corporate purposes
(1) Intercompany credit agreement

The Company was in compliance with all of the covenants of its notes payable and lines of credit at March 31, 2021. No events of default or defaults occurred during the three-month period ended March 31, 2021.

For additional information, see Notes 4 and 9 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.
53




9.    SHAREHOLDERS’ EQUITY

The following table is a reconciliation of the number of shares of the Company's common stock for the three-month periods ended March 31.
(In thousands of shares) 2021 2020
Common stock - issued:
Balance, beginning of period 1,351,018  1,349,309 
Exercise of stock options and issuance of restricted shares 1,261  1,341 
Balance, end of period 1,352,279  1,350,650 
Treasury stock:
Balance, beginning of period 658,564  622,516 
Purchases of treasury stock:
Share repurchase program 13,440  9,984 
Other 378  508 
Dispositions of treasury stock:
Shares issued to AFL Stock Plan (387) (468)
Exercise of stock options (211) (45)
Other (212) (227)
Balance, end of period 671,572  632,268 
Shares outstanding, end of period 680,707  718,382 

Outstanding share-based awards are excluded from the calculation of weighted-average shares used in the computation of basic earnings per share (EPS). The following table presents the approximate number of share-based awards to purchase shares, on a weighted-average basis, that were considered to be anti-dilutive and were excluded from the calculation of diluted earnings per share for the following periods.
Three Months Ended
March 31,
(In thousands) 2021 2020
Anti-dilutive share-based awards 1  744 


Share Repurchase Program

During the first three months of 2021, the Company repurchased 13.4 million shares of its common stock for $650 million as part of its share repurchase program. During the first three months of 2020, the Company repurchased 10.0 million shares of its common stock for $449 million as part of its share repurchase program. As of March 31, 2021, a remaining balance of 85.7 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors.

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Reclassifications from Accumulated Other Comprehensive Income

The tables below are reconciliations of accumulated other comprehensive income by component for the following periods.
Changes in Accumulated Other Comprehensive Income
Three Months Ended
March 31, 2021
(In millions) Unrealized Foreign
Currency Translation
Gains (Losses)
Unrealized
Gains (Losses)
on Fixed Maturity Securities
Unrealized
Gains (Losses)
on Derivatives
Pension
Liability
Adjustment
Total
Balance at December 31, 2020 $ (1,109) $ 10,361  $ (34) $ (284) $ 8,934 
Other comprehensive
income (loss) before
reclassification
(565) (1,583) 1  (4) (2,151)
Amounts reclassified from
accumulated other
comprehensive income
(loss)
0  16  0  8  24 
Net current-period other
comprehensive
income (loss)
(565) (1,567) 1  4  (2,127)
Balance at March 31, 2021 $ (1,674) $ 8,794  $ (33) $ (280) $ 6,807 
All amounts in the table above are net of tax.

Three Months Ended
March 31, 2020
(In millions) Unrealized Foreign
Currency Translation
Gains (Losses)
Unrealized
Gains (Losses)
on Fixed Maturity Securities
Unrealized
Gains (Losses)
on Derivatives
Pension Liability Adjustment Total
Balance at December 31, 2019 $ (1,623) $ 8,548  $ (33) $ (277) $ 6,615 
Cumulative effect of change
in accounting principle -
ASU 2019-04
848  848 
Balance at January 1, 2020 $ (1,623) $ 9,396  $ (33) $ (277) $ 7,463 
Other comprehensive
income (loss) before
reclassification
80  (3,359) (2) (6) (3,287)
Amounts reclassified from
accumulated other
comprehensive income
(loss)
12 
Net current-period other
comprehensive
income (loss)
80  (3,353) (2) (3,275)
Balance at March 31, 2020 $ (1,543) $ 6,043  $ (35) $ (277) $ 4,188 
All amounts in the table above are net of tax.

The tables below summarize the amounts reclassified from each component of accumulated other comprehensive income into net earnings for the following periods.


55




Reclassifications Out of Accumulated Other Comprehensive Income
(In millions) Three Months Ended
March 31, 2021
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
$ (20) Net investment gains (losses)
4 
Tax (expense) or benefit(1)
$ (16) Net of tax
Amortization of defined benefit pension items:
       Actuarial gains (losses) $ (10)
Acquisition and operating expenses(2)
Prior service (cost) credit 0 
Acquisition and operating expenses(2)
2 
Tax (expense) or benefit(1)
$ (8) Net of tax
Total reclassifications for the period $ (24) Net of tax
(1) Based on 21% tax rate
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 11 for additional details).
(In millions) Three Months Ended
March 31, 2020
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
$ (7) Net investment gains (losses)
Tax (expense) or benefit(1)
$ (6) Net of tax
Amortization of defined benefit pension items:
       Actuarial gains (losses) $ (8)
Acquisition and operating expenses(2)
Prior service (cost) credit
Acquisition and operating expenses(2)
Tax (expense) or benefit(1)
$ (6) Net of tax
Total reclassifications for the period $ (12) Net of tax
(1) Based on 21% blended tax rate
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 11 for additional details).

10.    SHARE-BASED COMPENSATION

As of March 31, 2021, the Company has outstanding share-based awards under the Aflac Incorporated Long-Term Incentive Plan (the Plan). Share-based awards are designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share-based awards are based on competitive practices, operating results of the Company, government regulations, and other factors.

The Plan, as amended on February 14, 2017, allows for a maximum number of shares issuable over its term of 75 million shares including 38 million shares that may be awarded in respect of awards other than options or stock appreciation rights. If any awards granted under the Plan are forfeited or are terminated before being exercised or settled for any reason other than tax forfeiture, then the shares underlying the awards will again be available under the Plan.

56




The Plan allows awards to Company employees for incentive stock options (ISOs), non-qualifying stock options (NQSOs), restricted stock, restricted stock units, and stock appreciation rights. Non-employee directors are eligible for grants of NQSOs, restricted stock, and stock appreciation rights. As of March 31, 2021, approximately 36.7 million shares were available for future grants under this plan. The ISOs and NQSOs have a term of 10 years, and the share-based awards generally vest upon time-based conditions or time and performance-based conditions. Time-based vesting generally occurs after three years. Performance-based vesting conditions generally include the attainment of goals related to Company financial performance. As of March 31, 2021, the only performance-based awards issued and outstanding were restricted stock awards and units.

Stock options and stock appreciation rights granted under the amended Plan have an exercise price of at least the fair market value of the underlying stock on the grant date and have an expiration date no later than 10 years from the grant date. Time-based restricted stock awards, restricted stock units and stock options granted after January 1, 2017 generally vest on a ratable basis over three years, and awards granted prior to the amendment vest on a three years cliff basis. The Compensation Committee of the Board of Directors has the discretion to determine vesting schedules.

Share-based awards granted to U.S.-based grantees are settled with authorized but unissued Company stock, while those issued to Japan-based grantees are settled with treasury shares.

The following table provides information on stock options outstanding and exercisable at March 31, 2021.
Stock
Option Shares
(in thousands)
Weighted-Average
Remaining Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Weighted-Average
Exercise Price Per
Share
Outstanding 2,534  4.0 $ 52  $ 30.54 
Exercisable 2,474  3.9 51  30.41 

The Company received cash from the exercise of stock options in the amount of $15 million during the first three months of 2021, compared with $6 million in the first three months of 2020. The tax benefit realized as a result of stock option exercises and restricted stock releases was $14 million in the first three months of 2021, compared with $17 million in the first three months of 2020.

As of March 31, 2021, total compensation cost not yet recognized in the Company's consolidated financial statements related to restricted stock awards was $68 million, of which $32 million (1.7 million shares) was related to restricted stock awards with a performance-based vesting condition. The Company expects to recognize these amounts over a weighted-average period of approximately 2.0 years. There are no other contractual terms covering restricted stock awards once vested.

The following table summarizes restricted stock activity during the three-month period ended March 31, 2021.
(In thousands of shares) Shares Weighted-Average
Grant-Date Fair Value
Per Share
Restricted stock at December 31, 2020 2,580  $ 48.57 
Granted in 2021 1,296  46.96 
Canceled in 2021 (11) 51.82 
Vested in 2021 (1,183) 46.23 
Restricted stock at March 31, 2021 2,682  $ 48.66 

In February 2021, the Company granted 474 thousand performance-based stock awards, which are contingent on the achievement of the Company's financial performance metrics and its market-based conditions. On the date of grant, the Company estimated the fair value of restricted stock awards with market-based conditions using a Monte Carlo simulation model. The model discounts the value of the stock at the assumed vesting date based on the risk-free interest rate. Based on estimates of actual performance versus the vesting thresholds, the calculated fair value percentage pay-out estimate will be updated each quarter.

The Company uses third-party analyses to assist in developing the assumptions used in, as well as calibrating, a Monte Carlo simulation model. The Company is responsible for determining the assumptions used in estimating the fair value of its share-based payment awards.
57





For additional information on the Company's long-term share-based compensation plans and the types of share-based awards, see Note 12 of the Notes to the Consolidated Financial Statements included in the 2020 Annual Report.

11.    BENEFIT PLANS

The Company has funded defined benefit plans in Japan and the U.S., however the U.S. plan was frozen to new participants effective October 1, 2013. The Company also maintains non-qualified, unfunded supplemental retirement plans that provide defined pension benefits in excess of limits imposed by federal tax law for certain Japanese, U.S. and former employees, however the U.S. plan was frozen to new participants effective January 1, 2015. U.S. employees who are not participants in the defined benefit plan receive a nonelective 401(k) employer contribution. Effective January 1, 2021, the Company increased this nonelective contribution to 4% of an employee's annual cash compensation.

The Company provides certain health care benefits for eligible U.S. retired employees, their beneficiaries and covered dependents (other postretirement benefits). The health care plan is contributory and unfunded. Effective January 1, 2014, employees eligible for benefits included the following: (1) active employees whose age plus service, in years, equaled or exceeded 80 (rule of 80); (2) active employees who were age 55 or older and have met the 15 years of service requirement; (3) active employees who would meet the rule of 80 in the next 5 years; (4) active employees who were age 55 or older and who would meet the 15 years of service requirement within the next 5 years; and (5) current retirees. For certain employees and former employees, additional coverage is provided for all medical expenses for life.

Pension and other postretirement benefit expenses are included in acquisition and operating expenses in the consolidated statement of earnings, which includes other components of net periodic pension cost and postretirement costs (other than service costs) of $7 million and $6 million for the three-month periods ended March 31, 2021 and 2020, respectively. Total net periodic cost includes the following components:
Three Months Ended March 31,
Pension Benefits Other
Japan U.S. Postretirement Benefits
(In millions) 2021 2020 2021 2020 2021 2020
Components of net periodic
benefit cost:
Service cost $ 6  $ $ 7  $ $ 0  $
Interest cost 1  8  0 
Expected return on plan assets (2) (2) (10) (9) 0 
Amortization of net actuarial loss 1  8  1 
Net periodic (benefit) cost $ 6  $ $ 13  $ 12  $ 1  $

During the three months ended March 31, 2021, Aflac Japan contributed approximately $10 million (using the weighted-average yen/dollar exchange rate for the three-month period ended March 31, 2021) to the Japanese funded defined benefit plan, and Aflac U.S. did not make a contribution to the U.S. funded defined benefit plan.

For additional information regarding the Company's Japanese and U.S. benefit plans, see Note 14 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.

12.    COMMITMENTS AND CONTINGENT LIABILITIES

The Company is a defendant in various lawsuits considered to be in the normal course of business. Members of the Company's senior legal and financial management teams review litigation on a quarterly and annual basis. The final results of any litigation cannot be predicted with certainty. Although some of this litigation is pending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, the Company believes the outcome of pending litigation will not have a material adverse effect on its financial position, results of operations, or cash flows.

See Note 3 of the Notes to the Consolidated Financial Statements for details on certain investment commitments.

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Guaranty Fund Assessments

The U.S. insurance industry has a policyholder protection system that is monitored and regulated by state insurance departments. These life and health insurance guaranty associations are state entities (in all 50 states as well as Puerto Rico and the District of Columbia) created to protect policyholders of an insolvent insurance company. All insurance companies (with limited exceptions) licensed to sell life or health insurance in a state must be members of that state’s guaranty association. Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business.

In 2009, the Pennsylvania Insurance Commissioner placed long-term care insurer Penn Treaty Network America Insurance Company and its subsidiary American Network Insurance Company (collectively referred to as Penn Treaty), neither of which is affiliated with Aflac, in rehabilitation and petitioned a state court for approval to liquidate Penn Treaty. A final order of liquidation was granted by a recognized judicial authority on March 1, 2017, and as a result, Penn Treaty is in the process of liquidation. The Company estimated and recognized the impact of its share of guaranty fund assessments resulting from the liquidation using a discounted rate of 4.25%. The Company recognized a discounted liability for the assessments of $62 million (undiscounted $94 million), offset by discounted premium tax credits of $48 million (undiscounted $74 million), for a net $14 million impact to net income in the quarter ended March 31, 2017. The Company paid a majority of these assessments by March 31, 2021. The Company used the cost estimate provided as of the liquidation date by the National Organization of Life and Health Guaranty Associations (NOLHGA) to calculate its estimated assessments and tax credits.

Guaranty fund assessments for the three-month period ended March 31, 2021 were immaterial.

13.    SUBSEQUENT EVENTS

In April 2021, the Parent Company issued five series of senior notes totaling ¥82.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥30.0 billion, bears interest at a fixed rate of .633% per annum, payable semi-annually, and will mature in April 2031. The second series, which totaled ¥12.0 billion, bears interest at a fixed rate of .844% per annum, payable semi-annually, and will mature in April 2033. The third series, which totaled ¥10.0 billion, bears interest at a fixed rate of 1.039% per annum, payable semi-annually, and will mature in April 2036. The fourth series, which totaled ¥10.0 billion, bears interest at a fixed rate of 1.264% per annum, payable semi-annually, and will mature in April 2041. The fifth series, which totaled ¥20.0 billion, bears interest at a fixed rate of 1.560% per annum, payable semi-annually, and will mature in April 2051. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.
    


59




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a safe harbor to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. Aflac Incorporated (the Parent Company) and its subsidiaries (collectively with the Parent Company, the Company) desire to take advantage of these provisions. This report contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein, and in any other statements made by Company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC). Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as the ones listed below or similar words, as well as specific projections of future results, generally qualify as forward-looking. The Company undertakes no obligation to update such forward-looking statements.
• expect • anticipate • believe • goal • objective
• may • should • estimate • intends • projects
• will • assumes • potential • target • outlook

The Company cautions readers that the following factors, in addition to other factors mentioned from time to time, could cause actual results to differ materially from those contemplated by the forward-looking statements:

difficult conditions in global capital markets and the economy, including those caused by COVID-19
defaults and credit downgrades of investments
exposure to significant interest rate risk
concentration of business in Japan
limited availability of acceptable yen-denominated investments
foreign currency fluctuations in the yen/dollar exchange rate
differing judgments applied to investment valuations
significant valuation judgments in determination of expected credit losses recorded on the Company's investments
decreases in the Company's financial strength or debt ratings
decline in creditworthiness of other financial institutions
concentration of the Company's investments in any particular single-issuer or sector
the effects of COVID-19, and any resulting economic effects and government interventions, on the Company's business and financial results
ability to attract and retain qualified sales associates, brokers, employees, and distribution partners
deviations in actual experience from pricing and reserving assumptions
ability to continue to develop and implement improvements in information technology systems
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
subsidiaries' ability to pay dividends to the Parent Company
inherent limitations to risk management policies and procedures
events related to the Japan Post investigation and other matters
tax rates applicable to the Company may change
failure to comply with restrictions on policyholder privacy and information security
extensive regulation and changes in law or regulation by governmental authorities
competitive environment and ability to anticipate and respond to market trends
catastrophic events, including, but not limited to, as a result of climate change, epidemics, pandemics (such as the coronavirus COVID-19), tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, terrorism or other acts of violence, and damage incidental to such events
ability to protect the Aflac brand and the Company's reputation
ability to effectively manage key executive succession
changes in accounting standards
level and outcome of litigation
allegations or determinations of worker misclassification in the United States
60




MD&A OVERVIEW
MD&A is intended to inform the reader about matters affecting the financial condition and results of operations of Aflac Incorporated and its subsidiaries for the three-month periods ended March 31, 2021 and 2020, respectively. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, the following discussion should be read in conjunction with the consolidated financial statements and notes that are included in the Company's annual report on Form 10-K for the year ended December 31, 2020 (2020 Annual Report). In this MD&A, amounts may not foot due to rounding. For additional information on the Company’s performance measures included in this MD&A, see the Glossary of Selected Terms found directly following Part II. Other Information. 
This MD&A is divided into the following sections:
Page
62
65
78
83
87
87
87
87
87
88
93

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EXECUTIVE SUMMARY

Company Overview

Aflac Incorporated (the Parent Company) and its subsidiaries (collectively, the Company) provide financial protection to more than 50 million people worldwide. The Company’s principal business is supplemental health and life insurance products with the goal to provide customers the best value in supplemental insurance products in the United States (U.S.) and Japan. The Company's insurance business consists of two reporting segments: Aflac Japan and Aflac U.S. The Parent Company’s primary insurance subsidiaries are Aflac Life Insurance Japan Ltd. in Japan (Aflac Japan) and American Family Life Assurance Company of Columbus (Aflac); Continental American Insurance Company (CAIC), branded as Aflac Group Insurance (AGI); American Family Life Assurance Company of New York (Aflac New York); Tier One Insurance Company (TOIC) and Argus Dental & Vision, Inc. (Argus), which provides a platform for Aflac Dental and Vision in the U.S. (collectively, Aflac U.S.).

COVID-19

The impact of the COVID-19 global pandemic on the Company continues to evolve, and its future effects remain uncertain. At the onset of the pandemic in 2020, the majority of the Company’s employees in Japan and the U.S. shifted to remote working environments, with returns to office undertaken as warranted by local conditions. Both Aflac Japan and Aflac U.S. have taken measures to address employee health and safety and increase employees’ ability to develop and maintain more flexible working conditions, and operations remained stable throughout the first quarter of 2021. The Company also took prompt action at the beginning of the pandemic to strengthen its capital and liquidity position, and continues to monitor its investment portfolios to adjust to market conditions. Both Aflac Japan and Aflac U.S. have accelerated investments in digital initiatives to improve productivity, efficiency and customer service over the long term.

In the first quarter of 2021, Aflac U.S. experienced a significant decrease in sales, compared to pre-pandemic levels of the first quarter of 2020, due to the ongoing effects of the pandemic and related government, community and individual responses. Sales for Aflac Japan were relatively flat as compared to the first quarter of 2020. Pandemic-related claims and associated reserve increases in both Japan and the U.S. have not materially impacted financial results in the first quarter of 2021 and were more than offset by a reduction in claims related to non-COVID-19 medical needs. The pandemic’s impact on economic conditions have contributed to sales declines, pressuring premium growth rates. This has been partially offset by lower lapse rates in the U.S. The Company has not experienced material realized losses or impairments and credit losses associated with the pandemic. The Company continues to closely monitor the effects and risks of COVID-19 to assess its impact on economic conditions in Japan and the U.S. and on the Company's business, financial condition, results of operations, liquidity and capital position. Those impacts may cause changes to estimates of future earnings, capital deployment, regulatory capital position, segment dividend payout ratios and other measures the Company provided under 2021 Outlook in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2020 Annual Report.

The Company’s efforts and other developments are outlined below.

Liquidity and Capital Resources

The Company entered the crisis in a strong capital and liquidity position, having maintained capital ratios in Japan and the U.S. at a level designed to absorb a degree of market volatility. The Company has the ability to adjust cash flow management from other sources of liquidity including reinvestment cash flows and selling investments.

The Company remains committed to prudent liquidity and capital management. In terms of repurchases, the Company remains in the market and is being tactical in its approach to repurchasing its stock. The Company believes that this approach will allow it to increase or decrease repurchase activity depending on how the pandemic and market conditions evolve.

The Company is committed to maintaining a strong Aflac Japan solvency margin ratio (SMR) and Aflac U.S. risk-based capital (RBC) ratios.

The Company regularly evaluates adjustments to its foreign currency-hedging program in Aflac Japan to mitigate hedging cost and settlement risk while maintaining a strong SMR, including the possibility of changing the level of hedging employed with the U.S dollar-denominated investments. See the Liquidity and Capital Resources section of this MD&A for additional information regarding other potential sources of liquidity and capital resources.

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Investment Portfolio
    
The Company's investment portfolio was well-positioned entering the crisis, and the Company continues to follow its strategy of investing primarily in fixed maturity securities to generate a reliable stream of income. Fundamental credit analysis and de-risking activity in prior periods contributed to the current quality of the Company’s investments. Although economic and market conditions have continued to improve, the Company remains cautious about the continued path of the recovery and the potential longer term impacts on certain sectors most vulnerable to the impacts of the pandemic. The Company continues working with certain issuers to provide temporary relief of terms by providing payment deferrals and other modifications or waivers where the Company believes it improves its overall position. For additional information on these loan modifications, see Note 3 of the Notes to the Consolidated Financial Statements.

Crisis Management

The Company established command centers in Japan and the U.S. to monitor and communicate pandemic developments to the Company's leadership. The command centers participate in regular updates to the Company's leadership, including government and regulatory actions, operations, employee policies and conditions and distribution status. In addition, capital market, central bank and government stimulus updates are provided, as well as updates on cybersecurity, including with respect to the Company's remote workforce. Moreover, the Company's financial leadership group has been meeting more frequently since the onset of the pandemic and has focused on the capital markets, capital and liquidity position, stress testing and any defensive actions that may be necessary as the crisis unfolds.

Aflac Japan initiatives

Aflac Japan has maintained certain measures implemented at the onset of the pandemic, such as working from home, staggered work hours and limitations on the number of personnel attending in-person meetings. As of March 31, 2021, Aflac Japan had approximately 58% of its workforce working remotely. Aflac Japan continues to evaluate return to the office measures; however, throughout the development of the pandemic, Aflac Japan has evaluated its operational capabilities and anticipates that the remote configuration could remain for an indefinite period of time without materially impacting operations.

Aflac Japan also continues to maintain several additional actions taken for its employees including travel restrictions and extended paid leave.

Aflac Japan remains focused on generating new business to existing and prospective customers through direct mail and digital methods. Aflac Japan has also accelerated investments in digital and paperless initiatives designed to increase long term productivity, efficiency, customer service and business continuity.

Aflac U.S. and Corporate and Other initiatives

The Parent Company and Aflac U.S. continue to maintain certain measures that were implemented at the onset of the pandemic, including restrictions on travel and in-person meetings applicable to U.S. employees and required work from home directives across their U.S. work force. As of March 31, 2021, over 90% of U.S. employees were working remotely. The Company currently anticipates that a return to the worksite for U.S. based employees of the Parent Company and Aflac U.S. will be conducted in phases beginning no sooner than the second half of 2021, subject to factors including the availability of treatments and vaccines, the return schedule of school systems and the availability of child care, the number of COVID–19 cases and the COVID–19 replication rate in areas of the U.S. where the Company has significant operations. However, Aflac U.S. anticipates that the remote configuration could remain for an indefinite period of time without materially impacting operations. The Parent Company and Aflac U.S. continue to maintain employee and worksite safety measures including travel restrictions, building access restrictions and in-person meeting restrictions.

Aflac U.S. also continues to maintain several actions taken for its employees. These include a commitment to cover the costs of COVID-19 testing and extended paid leave in certain circumstances.

Aflac U.S. policy sales, enrollment and agent recruiting functions are highly dependent upon face-to-face interaction between independent agents and brokers with prospective and new customers and agents. Opportunities for such interaction continue to be significantly reduced by reactions to the pandemic, such as social distancing, shelter in place orders and work from home initiatives. Further, Aflac U.S. has also accelerated
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investments in digital initiatives designed to improve long term productivity, efficiency and customer service. Aflac U.S. is in its third year of the build-out of the Consumer Markets business for the digital direct-to-consumer sale of insurance and sales made through that platform have continued to grow. 

Major government initiatives

Government authorities in Japan and the U.S. have implemented several initiatives in response to the COVID-19 pandemic, including actions designed to mitigate the adverse health effects of the virus and those designed to provide broad-based relief and economic support to all aspects of the economy.

In January 2021, in response to the spread of COVID-19, the Government of Japan issued a State of Emergency Declaration covering 11 prefectures, including Tokyo and Osaka. The declaration was lifted in stages in areas where improvements in infection rates and lower healthcare system utilization were observed, and it was lifted in all areas on March 21, 2021. On April 23, 2021, due to the continued spread of COVID-19, the Government of Japan issued a new State of Emergency Declaration covering four prefectures, including Tokyo and Osaka, from April 25, 2021 until May 11, 2021, depending on circumstances, this state of emergency may be extended. Additionally, certain local governments continue to request a reduction of the onsite workforce and restraint from non-urgent traveling.

The Financial Services Agency (FSA) has requested that financial service providers in Japan respond appropriately while continuing their essential operations. This request includes insurance companies, which have been asked to continue essential operations such as benefits and claims payment, including policyholder loans. Moreover, following the expansion of the impact of COVID-19, the FSA requested insurance companies to consider flexible interpretation and application of insurance policy provisions and measures required for products from the standpoint of protecting policyholders. In accordance with the FSA’s request, Aflac Life Insurance Japan Ltd. implemented a measure to pay accidental death benefits and accidental serious disability benefits under its accidental death benefit rider in cases of death or specified serious disabilities from COVID-19.

Throughout the pandemic, Aflac Japan has also followed the guidance of the FSA in terms of treating customers with care, ensuring ease and timeliness of claims payments and extended coverage for temporary medical facilities and telemedicine in certain circumstances, and waiver of interest on certain policyholder loans. In January 2021, the grace period on premium payments was extended to July 31, 2021 for the policyholders who live in areas under the state of emergency and in February 2021, the scope was expanded to all regions in Japan. Policyholders are required to file for relief through this extension.

During 2021, in response to fluctuations in COVID-19 infection rates and the declaration of a state of emergency by the Government of Japan, Aflac Japan has responded to requests of the Government of Japan and local governments while also giving priority to customer service quality and business continuity.

In the U.S., initial statewide shelter in place or stay at home orders were lifted although reopening plans have been paused or reversed in certain states experiencing an increase in cases, and shelter in place orders have been reinstated in some areas.

Throughout the pandemic, Aflac U.S. has taken steps to comply with COVID-19-related directives issued by state regulatory authorities, including those requiring or requesting premium grace periods. As of March 31, 2021, premium grace periods remained in effect in nine states, Puerto Rico and the District of Columbia. Aflac U.S. experienced some increase in policy lapses in the first quarter of 2021 in certain states where premium grace periods expired. If the premium grace periods continue to expire throughout 2021, Aflac U.S. would expect an increase in lapse rates, and a decrease in corresponding persistency rates.

The U.S. government took action in response to the COVID-19 pandemic by providing broad-based relief and economic support to all aspects of the economy.

The American Rescue Plan (ARP) Act of 2021 was signed into law in March 2021 and was designed to provide approximately $1.9 trillion in financial stimulus in the form of financial aid to individuals, businesses, nonprofits, states, and municipalities. Among other measures, the ARP Act provides funding for vaccines and testing; for states, tribal and local governments; and for small businesses. The ARP Act also expands eligibility for the Paycheck Protection Program created by the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted in March 2020.

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Performance Highlights

Total revenues were $5.9 billion in the first quarter of 2021, compared with $5.2 billion in the first quarter of 2020. Net earnings were $1.3 billion, or $1.87 per diluted share in the first quarter of 2021, compared with $566 million, or $.78 per diluted share, in the first quarter of 2020, driven by higher net investment gains.

Results in the first quarter of 2021 included pretax net investment gains of $307 million, compared with net investment losses of $463 million in the first quarter of 2020. Net investment gains in the first quarter of 2021 included a decrease in credit loss allowances of $22 million; $364 million of net gains from certain derivative and foreign currency gains or losses; $68 million of net losses on equity securities; and $11 million of net losses from sales and redemptions.

The average yen/dollar exchange rate(1) for the three-month period ended March 31, 2021 was 105.88, or 2.8% stronger than the average yen/dollar exchange rate of 108.84 for the same period in 2020.

Adjusted earnings(2) in the first quarter of 2021 were $1.1 billion, or $1.53 per diluted share, compared with $882 million, or $1.21 per diluted share, in the first quarter of 2020. The stronger yen/dollar exchange rate impacted adjusted earnings per diluted share by $.02.

Total investments and cash at March 31, 2021 were $143.3 billion, compared with $137.0 billion at March 31, 2020. In the first quarter of 2021, Aflac Incorporated repurchased $650 million, or 13.4 million of its common shares. At March 31, 2021, the Company had 85.7 million remaining shares authorized for repurchase.

Shareholders’ equity was $32.1 billion, or $47.16 per share, at March 31, 2021, compared with $26.4 billion, or $36.75 per share, at March 31, 2020. Shareholders’ equity at March 31, 2021 included a net unrealized gain on investment securities and derivatives of $8.8 billion, compared with a net unrealized gain of $6.0 billion at March 31, 2020. Shareholders’ equity at March 31, 2021 also included an unrealized foreign currency translation loss of $1.7 billion, compared with an unrealized foreign currency translation loss of $1.5 billion at March 31, 2020. The annualized return on average shareholders’ equity in the first quarter of 2021 was 15.8%.

Shareholders’ equity excluding accumulated other comprehensive income (AOCI)(2) (adjusted book value) was $25.3 billion, or $37.16 per share at March 31, 2021, compared with $22.2 billion, or $30.92 per share, at March 31, 2020. The annualized adjusted return on equity excluding foreign currency impact(2) in the first quarter of 2021 was 16.7%.

(1) Yen/U.S. dollar exchange rates are based on the published MUFG Bank, Ltd. telegraphic transfer middle rate (TTM).
(2) See the Results of Operations section of this MD&A for a definition of this non-U.S. GAAP financial measure.


RESULTS OF OPERATIONS
The Company earns its revenues principally from insurance premiums and investments. The Company’s operating expenses primarily consist of insurance benefits provided and reserves established for anticipated future insurance benefits, general business expenses, commissions and other costs of selling and servicing its products. Profitability for the Company depends principally on its ability to price its insurance products at a level that enables the Company to earn a margin over the costs associated with providing benefits and administering those products. Profitability also depends on, among other items, actuarial and policyholder behavior experience on insurance products, and the Company's ability to attract and retain customer assets, generate and maintain favorable investment results, effectively deploy capital and utilize tax capacity, and manage expenses.

This document includes references to the Company's financial performance measures which are not calculated in accordance with U.S. generally accepted accounting principles (GAAP) (non-U.S. GAAP). The financial measures exclude items that the Company believes may obscure the underlying fundamentals and trends in the Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with its insurance operations.

Due to the size of Aflac Japan,where the functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported results. In periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. A significant portion of the Company's business is conducted in yen and never converted into dollars but translated into dollars for U.S. GAAP reporting purposes. Management evaluates the Company's financial
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performance both including and excluding the impact of foreign currency translation to monitor, respectively, cumulative currency impacts on book value and the currency-neutral operating performance over time. The average yen/dollar exchange rate is based on the published MUFG Bank, Ltd. telegraphic transfer middle rate (TTM).

The Company defines the non-U.S. GAAP financial measures included in this document as follows:

Adjusted earnings are adjusted revenues less benefits and adjusted expenses. Adjusted earnings per share (basic or diluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding adjusted net investment gains and losses. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect the Company's underlying business performance. Management uses adjusted earnings and adjusted earnings per diluted share to evaluate the financial performance of its insurance operations on a consolidated basis and believes that a presentation of these financial measures is vitally important to an understanding of its underlying profitability drivers and trends of the Company's insurance business. The most comparable U.S. GAAP financial measure is net earnings and net earnings per share, respectively.

Adjusted net investment gains and losses are net investment gains and losses adjusted for i) amortized hedge cost/income related to foreign currency exposure management strategies and certain derivative activity, ii) net interest cash flows from foreign currency and interest rate derivatives associated with certain investment strategies, which are both reclassified to net investment income, and iii) the impact of interest cash flows from derivatives associated with notes payable, which is reclassified to interest expense as a component of total adjusted expenses. The Company considers adjusted net investment gains and losses important as it represents the remainder amount that is considered outside management’s control, while excluding the components that are within management’s control and are accordingly reclassified to net investment income and interest expense. The most comparable U.S. GAAP financial measure is net investment gains and losses.

Amortized hedge costs/income represent costs/income incurred or recognized as a result of using foreign currency-derivatives to hedge certain foreign exchange risks in the Company's Japan segment or in the Corporate and Other segment. These amortized hedge costs/income are estimated at the inception of the derivatives based on the specific terms of each contract and are recognized on a straight line basis over the term of the hedge. The Company believes that amortized hedge costs/income measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income

Adjusted earnings excluding current period foreign currency impact are computed using the average foreign currency exchange rate for the comparable prior-year period, which eliminates fluctuations driven solely by foreign currency exchange rate changes. Adjusted earnings per diluted share excluding current period foreign currency impact are adjusted earnings excluding current period foreign currency impact divided by the weighted average outstanding diluted shares for the period presented. The Company considers adjusted earnings excluding current period foreign currency impact and adjusted earnings per diluted share excluding current period foreign currency impact important because a significant portion of the Company's business is conducted in Japan and foreign exchange rates are outside of management’s control; therefore, the Company believes it is important to understand the impact of translating foreign currency (primarily Japanese yen) into U.S. dollars. The most comparable U.S. GAAP financial measures for adjusted earnings excluding current period foreign currency impact and adjusted earnings per diluted share excluding current period foreign currency impact are net earnings and net earnings per share, respectively.

Adjusted book value is the U.S. GAAP book value (representing total shareholders' equity), less AOCI as recorded on the U.S. GAAP balance sheet. The Company considers adjusted book value important as it excludes AOCI, which fluctuates due to market movements that are outside management's control. The most comparable U.S. GAAP financial measure is total book value.

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding current period foreign currency impact divided by average shareholders’ equity, excluding AOCI. The Company considers adjusted return on equity excluding foreign currency impact important as it excludes changes in foreign currency and components of AOCI, which fluctuate due to market movements that are outside
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management's control. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

U.S. dollar-denominated investment income excluding foreign currency impact is determined using the average foreign currency exchange rate for the comparable prior year period. The Company considers U.S. dollar-denominated investment income excluding foreign currency impact important as it eliminates the impact of foreign currency changes on the Aflac Japan segment results, which are outside management's control. The most comparable U.S. GAAP financial measure for U.S. dollar-denominated investment income excluding foreign currency impact is the corresponding net investment income amount from the U.S. dollar denominated investments translated to yen.

The following table is a reconciliation of items impacting adjusted earnings and adjusted earnings per diluted share to the most directly comparable U.S. GAAP financial measures of net earnings and net earnings per diluted share, respectively.
Reconciliation of Net Earnings to Adjusted Earnings(1)
  
In Millions Per Diluted Share
Three Months Ended March 31,
2021 2020 2021 2020
Net earnings $ 1,293  $ 566  $ 1.87  $ .78 
Items impacting net earnings:
Adjusted net investment (gains) losses (2)
(304) 448  (.44) .62 
Other and non-recurring (income) loss 6  15  .01  .02 
Income tax (benefit) expense on items excluded from adjusted earnings 62  (146) .09  (.20)
Adjusted earnings 1,058  882  1.53  1.21 
Current period foreign currency impact (3)
(13) N/A (.02) N/A
Adjusted earnings excluding current period foreign currency impact $ 1,045  $ 882  $ 1.51  $ 1.21 
(1) Amounts may not foot due to rounding.
(2) See reconciliation of net investment (gains) losses to adjusted net investment (gains) losses below
(3) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.

Reconciling Items

Net Investment Gains and Losses

Reconciliation of Net Investment (Gains) Losses to Adjusted Net Investment (Gains) Losses(1)
Three Months Ended March 31,
(In millions) 2021 2020
Net investment (gains) losses $ (307) $ 463 
Items impacting net investment (gains) losses:
Amortized hedge costs (19) (55)
Amortized hedge income 17  29 
Net interest cash flows from derivatives associated
with certain investment strategies
(8) (6)
Interest rate component of the change in fair value
of foreign currency swaps on notes payable
14  16 
Adjusted net investment (gains) losses $ (304) $ 448 
(1) Amounts may not foot due to rounding.

The Company's investment strategy is to invest primarily in fixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. The Company does not purchase securities with the intent of generating investment gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The
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realization of investment gains and losses is independent of the underwriting and administration of the Company's insurance products. Net investment gains and losses excluded from adjusted earnings include the following:
Securities Transactions
Credit Losses
Changes in the Fair Value of Equity Securities
Certain Derivative and Foreign Currency Activities.

Securities Transactions, Credit Losses and Changes in the Fair Value of Equity Securities

Securities transactions include gains and losses from sales and redemptions of investments where the amount received is different from the amortized cost of the investment. Credit losses include losses for held-to-maturity fixed maturity securities, available-for-sale fixed maturity securities, loan receivables, loan commitments and reinsurance recoverables. Changes in the fair value of equity securities are the result of gains or losses driven by fluctuations in market prices.

Certain Derivative and Foreign Currency Activities

The Company's derivative activities include:

foreign currency forwards and options used in hedging foreign exchange risk on U.S. dollar-denominated investments in Aflac Japan's portfolio

foreign currency forwards and options used to economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long term exposure to a weakening yen

cross-currency interest rate swaps, also referred to as foreign currency swaps, associated with certain senior notes and subordinated debentures

foreign currency swaps that are associated with VIE bond purchase commitments, and investments in special-purpose entities, including VIEs where the Company is the primary beneficiary

interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments

interest rate swaptions used to hedge changes in the fair value associated with interest rate fluctuations for certain U.S. dollar-denominated available-for-sale fixed-maturity securities

bond purchase commitments at the inception of investments in consolidated VIEs

Gains and losses are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. The Company also excludes from adjusted earnings the accounting impacts of remeasurement associated with changes in the foreign currency exchange rate.

For additional information regarding net investment gains and losses, including details of reported amounts for the periods presented, see Notes 3 and 4 of the Notes to the Consolidated Financial Statements.

Other and Non-recurring Items

The U.S. insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. The system can result in periodic charges to the Company as a result of insolvencies/bankruptcies that occur with other companies in the life insurance industry. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. These charges neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the Company. The Company excludes any charges associated with U.S. guaranty fund assessments and the corresponding tax benefit or expense from adjusted earnings.

In Japan, the government also requires the insurance industry to contribute to a policyholder protection corporation that provides funds for the policyholders of insolvent insurers; however, these costs are calculated and administered differently than in the U.S. In Japan, these costs are not directly related to specific insolvencies or bankruptcies, but are rather a regular operational cost for an insurance company. Based on this structure, the Company does not remove the Japan policyholder protection expenses from adjusted earnings.

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Other items excluded from adjusted earnings included integration costs related to the Company's acquisition of Zurich North America's U.S. Corporate Life and Pensions business; these costs primarily consist of expenditures for legal, accounting, consulting, integration of systems and processes and other similar services. These integration costs amounted to $6 million for the three-month period ended March 31, 2021.

Income Taxes

The Company's combined U.S. and Japanese effective income tax rate on pretax earnings was 19.4% for the three-month period ended March 31, 2021, compared with 21.4% for the same period in 2020. The combined effective tax rate differs from the U.S. statutory rate primarily due to foreign earnings taxed at different rates. For additional information, see Critical Accounting Estimates - Income Taxes section of the MD&A in the 2020 Annual Report.

The Company expects that its effective tax rate for future periods will be approximately 20%. The effective tax rate continues to be subject to future tax law changes both in the U.S. and in foreign jurisdictions. See risk factor entitled "Tax rates applicable to the Company may change" in the 2020 Annual Report for more information.

Foreign Currency Translation

Aflac Japan’s premiums and a significant portion of its investment income are received in yen, and its claims and most expenses are paid in yen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. Yen-denominated income statement accounts are translated to U.S. dollars using a weighted average Japanese yen/U.S. dollar foreign exchange rate, except realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen-denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.


RESULTS OF OPERATIONS BY SEGMENT

U.S. GAAP financial reporting requires that a company report financial and descriptive information about operating segments in its annual and interim period financial statements. Furthermore, the Company is required to report a measure of segment profit or loss, certain revenue and expense items, and segment assets. The Company's insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan is the principal contributor to consolidated earnings. Businesses that are not individually reportable, such as the Parent Company, asset management subsidiaries and other business activities, including reinsurance retrocession activities, are included in the Corporate and other segment. See the Item 1. Business section of the 2020 Annual Report for a summary of each segment's products and distribution channels.

Consistent with U.S. GAAP guidance for segment reporting, pretax adjusted earnings is the Company's U.S. GAAP measure of segment performance. The Company believes that a presentation of this measure is vitally important to an understanding of the underlying profitability drivers and trends of its business. Additional performance measures used to evaluate the financial condition and performance of the Company's segments are listed below.

Operating Ratios
New Annualized Premium Sales
New Money Yield
Return on Average Invested Assets
Average Weekly Producer

For additional information on the Company’s performance measures included in this MD&A, see the Glossary of Selected Terms found directly following Part II. Other Information. See Note 2 of the Notes to the Consolidated Financial Statements for the reconciliation of segment results to the Company's consolidated U.S. GAAP results and additional information.
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AFLAC JAPAN SEGMENT
Aflac Japan Pretax Adjusted Earnings
Changes in Aflac Japan’s pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac Japan.

Aflac Japan Summary of Operating Results
  
Three Months Ended
March 31,
(In millions) 2021 2020
Net premium income $ 3,123  $ 3,150 
Net investment income: (1)
Yen-denominated investment income 328  322 
U.S. dollar-denominated investment income 397  375 
Net investment income 724  697 
Amortized hedge costs related to certain foreign currency exposure management strategies 19  55 
Adjusted net investment income 705  642 
Other income (loss) 13  11 
Total adjusted revenues 3,841  3,803 
Benefits and claims, net 2,135  2,186 
Adjusted expenses:
Amortization of deferred policy acquisition costs 172  173 
Insurance commissions 187  185 
Insurance and other expenses 460  404 
Total adjusted expenses 818  762 
Total benefits and adjusted expenses 2,954  2,948 
           Pretax adjusted earnings $ 887  $ 855 
Weighted-average yen/dollar exchange rate 105.88  108.84 
In Dollars In Yen
Percentage change over
previous period:
Three Months Ended
March 31,
Three Months Ended
March 31,
2021 2020 2021 2020
Net premium income (.9) % (.9) % (3.6) % (2.1) %
Adjusted net investment income 9.8  5.2  6.9  4.0 
Total adjusted revenues 1.0  .0  (1.8) (1.1)
Pretax adjusted earnings 3.7  2.5  .9  1.2 
(1) Net interest cash flows from derivatives associated with certain investment strategies of $(8) and $(6) for the three-month periods ended March 31, 2021 and 2020, respectively, have been reclassified from net investment gains (losses) and included in adjusted earnings as a component of net investment income.
In the three-month period ended March 31, 2021, Aflac Japan's net premium income decreased, in yen terms, due to an anticipated decrease in first sector premiums as savings products reached premium paid-up status and constrained sales as a result of the COVID-19 pandemic. Adjusted net investment income increased in the three-month period ended March 31, 2021, primarily due to lower hedge costs and higher income from U.S. dollar-denominated assets.
Annualized premiums in force decreased 4.4% to ¥1.41 trillion as of March 31, 2021, compared with ¥1.47 trillion as of March 31, 2020. The decrease in annualized premiums in force in yen was driven primarily by limited-pay products reaching paid up status. Annualized premiums in force, translated into dollars at respective period-end exchange rates, were $12.7 billion at March 31, 2021, compared with $13.5 billion at March 31, 2020.

Aflac Japan's investment portfolios include U.S. dollar-denominated securities and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). In years when the yen strengthens in relation to the dollar, translating Aflac Japan's U.S. dollar-denominated investment income into yen lowers growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms. In years when the yen weakens, translating
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U.S. dollar-denominated investment income into yen magnifies growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms.
The following table illustrates the effect of translating Aflac Japan’s U.S. dollar-denominated investment income and related items into yen by comparing certain segment results with those that would have been reported had foreign currency exchange rates remained unchanged from the comparable period in the prior year. Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the average foreign currency exchange rate for the comparable prior year period. See non-U.S. GAAP financial measures defined above.
Aflac Japan Percentage Changes Over Previous Period
(Yen Operating Results)
For the Periods Ended March 31,
  
Including Foreign
Currency Changes
Excluding Foreign
Currency Changes
Three Months Ended
March 31,
Three Months Ended
March 31,
  
2021 2020 2021 2020
Adjusted net investment income 6.9  % 4.0  % 8.5  4.8  %
Total adjusted revenues (1.8) (1.1) (1.5) (1.0)
Pretax adjusted earnings .9  1.2  2.1  1.7 
The following table presents a summary of operating ratios in yen terms for Aflac Japan.
  
Three Months Ended
March 31,
Ratios to total adjusted revenues: 2021 2020
Benefits and claims, net 55.6  % 57.5  %
Adjusted expenses:
Amortization of deferred policy acquisition costs 4.5  4.6 
Insurance commissions 4.9  4.9 
Insurance and other expenses 12.0  10.6 
Total adjusted expenses 21.3  20.0 
Pretax adjusted earnings 23.1  22.5 
Ratios to total premiums:
Benefits and claims, net 68.4  % 69.4  %
Adjusted expenses:
Amortization of deferred policy acquisition costs 5.5  5.5 
In the three-month period ended March 31, 2021, the benefit ratio decreased, compared with the same period in the prior year. This is primarily due to the continued change in mix of first and third sector business, favorable third sector claim experience, and higher surrenders in Aflac Japan's medical product. In the three-month period ended March 31, 2021, the adjusted expense ratio increased due to the decrease in total revenues and an increase in expenses, mainly due to increased outsourcing expenses related to system operation, partially offset by decreased DAC amortization caused by lower sales in 2020. In total, the pretax adjusted profit margin increased in the three-month period ended March 31, 2021. For the full year of 2021, the Company will continue to monitor the situation with respect to COVID-19, and potential impacts on the pretax adjusted profit margin and benefit ratio.

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Aflac Japan Sales
The following table presents Aflac Japan’s new annualized premium sales for the periods ended March 31.
  
In Dollars In Yen
Three Months Three Months
(In millions of dollars and billions of yen) 2021 2020 2021 2020
New annualized premium sales $ 132  $ 129  ¥ 14.0  ¥ 14.0 
Increase (decrease) over prior period 2.6  % (24.5) % (.2) % (25.4) %
The following table details the contributions to Aflac Japan's new annualized premium sales by major insurance product for the periods ended March 31.
   Three Months
   2021 2020
Cancer 45.4  % 55.5  %
Medical 43.3  32.4 
Income support .6  1.2 
Ordinary life:
WAYS .7  .6 
Child endowment .3  .3 
Other ordinary life (1)
8.9  9.3 
Other .8  .7 
    Total 100.0  % 100.0  %
(1) Includes term and whole life

The foundation of Aflac Japan's product portfolio has been, and continues to be, third sector products, which include cancer, medical and income support insurance products. Aflac Japan has been focusing more on promotion of cancer and medical insurance products in this low-interest-rate environment. These products are less interest-rate sensitive and more profitable compared to first sector savings products. With continued cost pressure on Japan’s health care system, the Company expects the need for third sector products will continue to rise in the future and that the medical and cancer insurance products Aflac Japan provides will continue to be an important part of its product portfolio.

Sales of protection-type first sector and third sector products on a yen basis decreased .3% in the first quarter of 2021, compared with the same period in 2020, due to the ongoing effects of the COVID-19 pandemic, partially offset by the launch of a new medical product in January 2021.

Sales of Aflac Japan cancer products in the Japan Post Group channel experienced a material decline beginning in August 2019 which has continued into the first quarter of 2021. On March 24, 2021, Japan Post Group announced that it planned to begin resuming proactive sales of financial products on April 1, 2021, which the Company believes will lead to gradual improvement of cancer insurance sales in the second half of the year. For additional information, see the risk factor entitled "Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations," in Item 1A. Risk Factors in the 2020 Annual Report. Beginning in the second quarter of 2020 and continuing into 2021, Aflac Japan experienced a sharp drop-off in total sales, as compared to pre-pandemic levels, due to the ongoing effects of the COVID-19 pandemic.

In response to the COVID-19 pandemic, Aflac Japan continues to promote digital and web-based sales to groups and use of its system that enables smart device-based insurance application by allowing the customer and an Aflac Japan operator to see the same screen through their smart devices. Further, Aflac Japan continues to utilize its virtual sales tool that enables online consultations and policy applications to be completed entirely online.
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The following table details the contributions to Aflac Japan's new annualized premium sales by agency type for the periods ended March 31.

2021 2020
Independent corporate and individual 54.3  % 52.8  %
Affiliated corporate (1)
40.6  42.7 
Bank 5.1  4.5 
Total 100.0  % 100.0  %
(1) Includes Japan Post

During the three-month period ended March 31, 2021, Aflac Japan recruited 13 new sales agencies. At March 31, 2021, Aflac Japan was represented by more than 8,400 sales agencies, with more than 112,000 licensed sales associates employed by those agencies. The number of sales agencies has declined in recent years due to Aflac Japan's focus on supporting agencies with strong management frameworks, high productivity and more producing agents.

At March 31, 2021, Aflac Japan had agreements to sell its products at 360 banks, approximately 90% of the total number of banks in Japan.

Aflac Japan Investments

The level of investment income in yen is affected by available cash flow from operations, the timing of investing the cash flow, yields on new investments, the effect of yen/dollar exchange rates on U.S. dollar-denominated investment income, and other factors.

As part of the Company's portfolio management and asset allocation process, Aflac Japan invests in yen and U.S. dollar-denominated investments. Yen-denominated investments primarily consist of JGBs, public and private fixed maturity securities and public equity securities. Aflac Japan's U.S. dollar-denominated investments include fixed maturity investments and growth assets, including alternative investments in limited partnerships or similar investment vehicles. Aflac Japan has been investing in both publicly-traded and privately originated U.S. dollar-denominated investment-grade and below-investment-grade fixed maturity securities and loan receivables, and has entered into foreign currency forwards and options to hedge the currency risk on the fair value of a portion of the U.S. dollar investments.

The following table details the investment purchases for Aflac Japan.
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Three Months Ended March 31,
(In millions) 2021 2020
Yen-denominated:
  Fixed maturity securities:
     Japan government and agencies $ 1,181  $ 736 
     Private placements 196  90 
     Other fixed maturity securities 107  77 
  Equity securities 117 
  Other investments 2 
        Total yen-denominated $ 1,603  $ 906 
U.S. dollar-denominated:
  Fixed maturity securities:
     Other fixed maturity securities $ 606  $ 527 
     Infrastructure debt 0  35 
     Collateralized loan obligations 117 
  Commercial mortgage and other loans:
     Transitional real estate loans 61  368 
     Commercial mortgage loans 0  12 
     Middle market loans 783  1,187 
  Other investments 56  50 
        Total dollar-denominated $ 1,623  $ 2,179 
            Total Aflac Japan purchases $ 3,226  $ 3,085 

See the Investments section of this MD&A for further discussion of these investment programs, and see Notes 3 and 4 of the Notes to the Consolidated Financial Statements and Notes 1, 3 and 4 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for more information regarding loans and loan receivables.

The following table presents the results of Aflac Japan’s investment yields for the periods ended March 31.
   Three Months
   2021 2020
Total purchases for the period (in millions) (1)
$ 3,168  $ 3,035 
New money yield (1), (2)
2.72  % 4.06  %
Return on average invested assets (3)
2.47  2.35 
Portfolio book yield, including U.S. dollar-denominated investments, end of period (1)
2.58  % 2.64  %
(1) Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2) Reported on a gross yield basis; excludes investment expenses, external management fees, and amortized hedge costs
(3) Net of investment expenses and amortized hedge costs, year-to-date number reflected on a quarterly average basis

The decrease in the Aflac Japan new money yield in the three-month period ended March 31, 2021 was primarily due to higher allocations to lower yielding yen-denominated asset classes.

See Notes 3, 4 and 5 of the Notes to the Consolidated Financial Statements and the Investments section of this MD&A for additional information on the Company's investments and hedging strategies.

AFLAC U.S. SEGMENT
Aflac U.S. Pretax Adjusted Earnings
Changes in Aflac U.S. pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac U.S.
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Aflac U.S. Summary of Operating Results
  
Three Months Ended
March 31,
(In millions) 2021 2020
Net premium income $ 1,422  $ 1,483 
Adjusted net investment income 176  177 
Other income 30  27 
Total adjusted revenues 1,628  1,687 
Benefits and claims 556  713 
Adjusted expenses:
Amortization of deferred policy acquisition costs 139  160 
Insurance commissions 139  151 
Insurance and other expenses 347  337 
Total adjusted expenses 626  648 
Total benefits and adjusted expenses 1,182  1,361 
             Pretax adjusted earnings $ 445  $ 326 
Percentage change over previous period:
Net premium income (4.1) % 1.5  %
Adjusted net investment income (.6) .0 
Total adjusted revenues (3.5) 2.9 
Pretax adjusted earnings 36.5  .9 

In the three-month period ended March 31, 2021, net premium income for Aflac U.S. decreased primarily due to constrained sales as a result of the COVID-19 pandemic. Total revenues decreased in the three month-period ended March 31, 2021, mainly due to the decline in net premium income from reduced sales activity. Pretax adjusted earnings increased in the three-month period ended March 31, 2021, driven primarily by lower-than-expected benefit ratios due to lower incurred claims related to pandemic conditions.

Annualized premiums in force decreased 3.2% to $6.0 billion at March 31, 2021, compared with $6.2 billion at March 31, 2020.
The following table presents a summary of operating ratios for Aflac U.S.
  
Three Months Ended
March 31,
Ratios to total adjusted revenues: 2021 2020
Benefits and claims 34.2  % 42.3  %
Adjusted expenses:
Amortization of deferred policy acquisition costs 8.5  9.5 
Insurance commissions 8.5  9.0 
Insurance and other expenses 21.3  20.0 
Total adjusted expenses 38.5  38.4 
  Pretax adjusted earnings 27.3  19.3 
Ratios to total premiums:
Benefits and claims 39.1  % 48.1  %
Adjusted expenses:
Amortization of deferred policy acquisition costs 9.8  10.8 

For the three-month period ended March 31, 2021, the benefit ratio decreased compared with the same period in 2020, reflecting reduced estimates of both COVID-19-related and non-COVID-19-related incurred claims since the advent of the pandemic. The adjusted expense ratio increased slightly in the three-month period ended March 31, 2021, when compared with the same period in 2020, primarily due to the decline in total revenues, partially offset by lower acquisition costs and lower DAC amortization, due to the decline in sales and impacted by higher persistency. The pretax adjusted profit margin increased in the three-month period, when compared with the same period in 2020, due to lower benefit
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ratios. For the full year of 2021, the Company will continue to monitor the situation with respect to COVID-19, and potential impacts on the pretax adjusted profit margin and benefit ratio.

Aflac U.S. Sales
The following table presents Aflac's U.S. new annualized premium sales for the periods ended March 31.
Three Months
(In millions) 2021 2020
New annualized premium sales $ 251  $ 323 
Increase (decrease) over prior period (22.1) % (5.2) %
The following table details the contributions to Aflac's U.S. new annualized premium sales by major insurance product category for the periods ended March 31.
  
Three Months
2021 2020
Accident 26.3  % 27.3  %
Disability 23.1  22.6 
 Critical care(1)
22.6  21.1 
Hospital indemnity 16.7  16.9 
Dental/vision 4.6  4.4 
Life 6.7  7.7 
Total 100.0  % 100.0  %
(1) Includes cancer, critical illness, and hospital intensive care products

New annualized premium sales for accident insurance, the leading Aflac U.S. product category, decreased 24.7%; disability sales decreased 20.5%; critical care insurance sales (including cancer insurance) decreased 16.7%; and hospital indemnity insurance sales decreased 23.0% in the first quarter of 2021, compared with the same period in 2020. The decline in sales for Aflac U.S. in the first quarter of 2021 is primarily attributable to the ongoing effects of the COVID-19 pandemic, which limited face-to-face sales opportunities beginning in mid-March 2020. See the Executive Summary section entitled COVID-19 of this MD&A for additional information.

In the first quarter of 2021, the Aflac U.S. sales force included an average of approximately 5,600 U.S. agents, including brokers, who were actively producing business on a weekly basis. The Company believes that this average weekly producer equivalent metric allows sales management to monitor progress and needs, as well as serve as a leading indicator of future production capacity.

In response to the COVID-19 pandemic, Aflac U.S. remains focused on supporting its agency channel, most of which are small businesses, by offering financial support and an extended value proposition. The Aflac U.S. sales team has pivoted to accommodate preferred enrollment conditions which include realizing sales at the worksite through in-person enrollment, an enrollment call center, video enrollment through co-browsing and self-enrollment. The traditional agent sales team is also using virtual recruiting and training through video conferencing in order to maintain or increase the recruiting pipeline. The Aflac U.S. broker sales team is focused on product enhancements due to COVID-19 as well as leveraging technology based solutions to drive enrollment.

Aflac U.S. Investments

The level of investment income is affected by available cash flow from operations, the timing of investing the cash flow, yields on new investments, and other factors.

As part of the Company's portfolio management and asset allocation process, Aflac U.S. invests in fixed maturity investments and growth assets, including public equity securities and alternative investments in limited partnerships. Aflac U.S. has been investing in both publicly traded and privately originated investment-grade and below-investment-grade fixed maturity securities and loan receivables.




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The following table details the investment purchases for Aflac U.S.
Three Months Ended
March 31,
(In millions) 2021 2020
Fixed maturity securities:
     Other fixed maturity securities $ 246  $ 182 
     Infrastructure debt 0  16 
     Collateralized loan obligations 11 
Equity securities 0 
Commercial mortgage and other loans:
     Transitional real estate loans 24  38 
     Commercial mortgage loans 34  27 
     Middle market loans 58  38 
Other investments 6 
        Total Aflac U.S. Purchases $ 379  $ 311 

See Note 3 of the Notes to the Consolidated Financial Statements and Notes 1 and 3 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for more information regarding loans and loans receivables.

The following table presents the results of Aflac's U.S. investment yields for the periods ended March 31.
Three Months
  
2021 2020
Total purchases for period (in millions) (1)
$ 373  $ 305 
New money yield (1), (2)
3.22  % 3.73  %
Return on average invested assets (3)
4.69  5.01 
Portfolio book yield, end of period (1)
5.12  % 5.34  %
(1) Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2) Reported on a gross yield basis; excludes investment expenses and external management fees
(3) Net of investment expenses, year-to-date number reflected on a quarterly average basis

The decrease in the Aflac U.S. new money yield for the three-month period ended March 31, 2021 was primarily due to lower yields in the investment grade portfolio. See Notes 3 and 5 of the Notes to the Consolidated Financial Statements and the Analysis of Financial Condition section of this MD&A for additional information on the Company's investments.

CORPORATE AND OTHER

Changes in the pretax adjusted earnings of Corporate and other are primarily affected by investment income. The following table presents a summary of results for Corporate and other.
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Corporate and Other Summary of Operating Results
  
Three Months Ended
March 31,
(In millions) 2021 2020
Premium income $ 48  $ 49 
Net investment income 16  24 
Amortized hedge income related to certain foreign currency management strategies 17  29 
Adjusted net investment income 33  53 
Other income 2 
Total adjusted revenues 83  104 
Benefits and claims, net 43  40 
Adjusted expenses:
Interest expense 44  33 
Other adjusted expenses 22  29 
Total adjusted expenses 66  62 
Total benefits and adjusted expenses 109  102 
Pretax adjusted earnings $ (26) $

In the three-month period ended March 31, 2021, the decrease in total adjusted revenues was primarily driven by the decline in net investment income due to lower hedge income and short-term interest rates. The decrease in pretax adjusted earnings in the three-month period ended March 31, 2021, was primarily driven by higher interest expense associated with debt issuances and lower adjusted net investment income. Beginning in 2020, net investment income also includes the Company's portion of earnings from its strategic equity investment in an asset management company.

INVESTMENTS

The Company’s investment strategy utilizes disciplined asset and liability management while seeking long-term risk-adjusted investment returns and the delivery of stable income within regulatory and capital objectives, and preserving shareholder value. In attempting to optimally balance these objectives, the Company seeks to maintain on behalf of Aflac Japan a diversified portfolio of yen-denominated investment assets, U.S. dollar-denominated investment portfolio hedged back to yen and a portfolio of unhedged U.S. dollar-denominated assets. As part of the Company's portfolio management and asset allocation process, Aflac U.S. invests in fixed maturity investments and growth assets, including public equity securities and alternative investments in limited partnerships. Aflac U.S. invests in both publicly traded and privately originated investment-grade and below-investment-grade fixed maturity securities and loans.

For additional information concerning the Company's investments, see Notes 3, 4, and 5 of the Notes to the Consolidated
Financial Statements.

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The following tables detail investments by segment.

Investment Securities by Segment
March 31, 2021
(In millions) Aflac Japan Aflac U.S. Corporate and Other   Total
Available for sale, fixed maturity securities,
at fair value
$ 84,319  $ 14,446  $ 1,979  $ 100,744 
Held to maturity, fixed maturity securities,
   at amortized cost (1)
22,868  0  0  22,868 
Equity securities 702  66  406  1,174 
Commercial mortgage and other loans:
Transitional real estate loans (1)
4,080  880  0  4,960 
Commercial mortgage loans (1)
1,256  455  5  1,716 
Middle market loans (1)
3,874  297  0  4,171 
Other investments:
Policy loans 224  18  0  242 
Short-term investments (2)
457  234  604  1,295 
Limited partnerships 905  100  105  1,110 
Other 0  19  0  19 
     Total investments 118,685  16,515  3,099  138,299 
Cash and cash equivalents 1,706  904  2,380  4,990 
              Total investments and cash $ 120,391  $ 17,419  $ 5,479  $ 143,289 
(1) Net of allowance for credit losses
(2) Includes securities lending collateral
December 31, 2020
(In millions) Aflac Japan Aflac U.S. Corporate and Other   Total
Available for sale, fixed maturity securities,
at fair value
$ 88,757  $ 15,133  $ 1,992  $ 105,882 
Held to maturity, fixed maturity securities,
   at amortized cost (1)
24,464  24,464 
Equity securities 674  66  543  1,283 
Commercial mortgage and other loans:
Transitional real estate loans (1)
4,331  900  5,231 
Commercial mortgage loans (1)
1,268  420  1,688 
Middle market loans (1)
3,365  270  3,635 
Other investments:
Policy loans 242  18  260 
Short-term investments (2)
449  242  448  1,139 
Limited partnerships 828  91  85  1,004 
Other 26  26 
     Total investments 124,378  17,166  3,068  144,612 
Cash and cash equivalents 2,001  785  2,355  5,141 
              Total investments and cash $ 126,379  $ 17,951  $ 5,423  $ 149,753 
(1) Net of allowance for credit losses
(2) Includes securities lending collateral

The ratings of the Company's securities referenced in the table below are based on the ratings designations provided by major rating organizations such as Moody's, Standard & Poor's and Fitch or, if not rated, are determined based on the Company's internal analysis of such securities. When the ratings issued by the rating agencies differ, the Company utilizes
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the second lowest rating when three or more rating agency ratings are available or the lowest rating when only two rating agency ratings are available.

The distributions of fixed maturity securities the Company owns, by credit rating, were as follows:

Composition of Fixed Maturity Securities by Credit Rating
  March 31, 2021 December 31, 2020
  Amortized
Cost
  Fair    
  Value    
Amortized
Cost
  Fair    
  Value    
AAA 1.0  % 1.0  % 1.0  % .9  %
AA 4.7  % 4.8  % 4.5  4.6 
A 68.9  % 68.9  % 69.3  69.5 
BBB 22.2  % 22.1  % 21.9  21.9 
BB or lower 3.2  % 3.2  % 3.3  3.1 
Total 100.0  % 100.0  % 100.0  % 100.0  %

As of March 31, 2021, the Company's direct and indirect exposure to securities in its investment portfolio that were guaranteed by third parties was immaterial both individually and in the aggregate.

The following table presents the 10 largest unrealized loss positions in the Company's portfolio as of March 31, 2021.
(In millions) Credit
Rating
Amortized
Cost
Fair
Value
Unrealized Loss 
Transocean Inc. CCC $ 49  $ 23  $ (26)
Grenke Finance PLC BBB 63  45  (18)
KLM Royal Dutch Airlines B 145  129  (16)
Intesa Sanpaolo Spa BBB 141  132  (9)
National Football League A 145  136  (9)
Alphabet Inc. AA 175  167  (8)
Kommunal Landspensjonskasse (KLP) BBB 136  128  (8)
Lloyds Banking Group PLC A 207  200  (7)
Nippon Prologis REIT Inc. A 90  84  (6)
National Oilwell Varco Inc. BBB 56  50  (6)

Generally, declines in fair values can be a result of changes in interest rates, yen/dollar exchange rate, and changes in net spreads driven by a broad market move or a change in the issuer's underlying credit quality. The Company believes these issuers have the ability to continue making timely payments of principal and interest. See the Unrealized Investment Gains and Losses section in Note 3 of the Notes to the Consolidated Financial Statements for further discussions of unrealized losses related to financial institutions and other corporate investments.

Below-Investment-Grade Securities

The Company's portfolio of below-investment-grade securities includes debt securities purchased while the issuer was rated investment grade plus other loans and bonds purchased as part of an allocation to that segment of the market. The following is the Company's below-investment-grade exposure.
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Below-Investment-Grade Investments
March 31, 2021
(In millions) Par
Value
Amortized
Cost
(1)
Fair
Value
Unrealized
Gain
(Loss)
Investcorp Capital Limited $ 384  $ 384  $ 396  $ 12 
Commerzbank 361  247  404  157 
Pemex Project Funding Master Trust 271  271  274  3 
Autostrade Per Litalia Spa 181  179  202  23 
KLM Royal Dutch Airlines 181  145  129  (16)
Telecom Italia SpA 181  181  238  57 
Barclays Bank PLC 181  120  202  82 
Apache Corporation 138  124  152  28 
Ovintiv Inc. 134  132  163  31 
IKB Deutsche Industriebank AG 117  53  106  53 
Other Issuers 926  781  912  131 
          Subtotal (2)
3,055  2,617  3,178  561 
Senior secured bank loans 200  205  194  (11)
High yield corporate bonds 762  746  788  42 
Middle market loans 4,295  4,171  4,186  15 
          Grand Total $ 8,312  $ 7,739  $ 8,346  $ 607 
(1) Net of allowance for credit losses
(2) Securities initially purchased as investment grade, but have subsequently been downgraded to below investment grade

The Company invests in senior secured bank loans and middle market loans primarily to U.S. corporate borrowers, most of which have below-investment-grade ratings. The objectives of these programs include enhancing the yield on invested assets, achieving further diversification of credit risk, and mitigating the risk of rising interest rates and hedge costs through the acquisition of floating rate assets.

The Company maintains an allocation to higher yielding corporate bonds within the Aflac Japan and Aflac U.S. portfolios. Most of these securities were rated below-investment-grade at the time of purchase, but the Company also purchased several that were rated investment grade which, because of market pricing, offer yields commensurate with below-investment-grade risk profiles. The objective of this allocation was to enhance the Company's yield on invested assets and further diversify credit risk. All investments in this program must have a minimum rating at purchase of low BB using the Company's above described rating methodology and are managed by the Company's internal credit portfolio management team.

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Fixed Maturity Securities by Sector

The Company maintains diversification in investments by sector to avoid concentrations to any one sector, thus managing exposure risk. The following table shows the distribution of fixed maturities by sector classification.
March 31, 2021
(In millions)
Amortized Cost (1)
Gross Unrealized Gains Gross Unrealized Losses Fair Value % of
Total
Government and agencies $ 54,162  $ 8,548  $ (80) $ 62,630  48.8  %
Municipalities 2,778  593  (10) 3,361  2.5 
Mortgage- and asset-backed securities 1,134  52  (2) 1,184  1.0 
Public utilities 8,527  1,743  (14) 10,256  7.7 
Electric 6,916  1,431  (10) 8,337  6.2 
Natural Gas 297  53  350  .3 
Other 583  117  (2) 697  .5 
Utility/Energy 731  142  (2) 872  .7 
Sovereign and Supranational 1,662  286  (3) 1,945  1.5 
Banks/financial institutions 10,179  1,505  (109) 11,575  9.1 
Banking 6,034  1,015  (38) 7,010  5.4 
Insurance 1,912  344  (32) 2,224  1.7 
Other 2,233  146  (39) 2,341  2.0 
Other corporate 32,864  5,176  (191) 37,849  29.4 
Basic Industry 3,182  627  (17) 3,792  2.9 
Capital Goods 3,320  438  (14) 3,744  2.9 
Communications 3,975  801  (17) 4,761  3.6 
Consumer Cyclical 2,786  469  (7) 3,248  2.5 
Consumer Non-Cyclical 7,018  984  (39) 7,964  6.3 
Energy 3,833  625  (14) 4,443  3.4 
Other 1,496  204  (9) 1,691  1.3 
Technology 3,637  280  (41) 3,875  3.3 
Transportation 3,617  748  (33) 4,331  3.2 
        Total fixed maturity securities $ 111,306  $ 17,903  $ (409) $ 128,800  100.0  %
(1) Net of allowance for credit losses

Securities by Type of Issuance
The Company has investments in both publicly and privately issued securities. The Company's ability to sell either type of security is a function of overall market liquidity which is impacted by, among other things, the amount of outstanding securities of a particular issuer or issuance, trading history of the issue or issuer, overall market conditions, and idiosyncratic events affecting the specific issue or issuer.

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The following table details investment securities by type of issuance.

Investment Securities by Type of Issuance 
  
March 31, 2021 December 31, 2020
(In millions)
Amortized
Cost
(1)
Fair   
Value   
Amortized
Cost (1)
Fair  
Value  
Publicly issued securities:
Fixed maturity securities $ 91,910  $ 105,538  $ 95,545  $ 111,479 
Equity securities 775  775  740  740 
      Total publicly issued 92,685  106,313  96,285  112,219 
Privately issued securities: (2)
Fixed maturity securities (3)
19,397  23,262  20,511  24,802 
Equity securities 399  399  543  543 
      Total privately issued 19,796  23,661  21,054  25,345 
      Total investment securities $ 112,481  $ 129,974  $ 117,339  $ 137,564 
(1) Net of allowance for credit losses
(2) Primarily consists of securities owned by Aflac Japan
(3) Excludes Rule 144A securities

The following table details the Company's reverse-dual currency securities.

Reverse-Dual Currency Securities(1)
(Amortized cost, in millions) March 31,
2021
December 31,
2020
Privately issued reverse-dual currency securities $ 4,959  $ 5,300 
Publicly issued collateral structured as reverse-dual currency securities 1,659  1,775 
Total reverse-dual currency securities $ 6,618  $ 7,075 
Reverse-dual currency securities as a percentage of total investment
securities
5.9  % 6.0  %
(1) Principal payments in yen and interest payments in dollars

Aflac Japan has a portfolio of privately issued securities to better match liability characteristics and secure higher yields than those available on Japanese government or other public corporate bonds. Aflac Japan’s investments in yen-denominated privately issued securities consist primarily of non-Japanese issuers, are rated investment grade at purchase and have longer maturities, thereby allowing the Company to improve asset/liability matching and overall investment returns. These securities are generally either privately negotiated arrangements or issued under medium-term note programs and have standard documentation commensurate with credit ratings of the issuer, except when internal credit analysis indicates that additional protective and/or event-risk covenants were required. Many of these investments have protective covenants appropriate to the specific investment. These may include a prohibition of certain activities by the borrower, maintenance of certain financial measures, and specific conditions impacting the payment of the Company's notes.

HEDGING ACTIVITIES

The Company uses derivative contracts to hedge foreign currency exchange rate risk and interest rate risk. The Company uses various strategies, including derivatives, to manage these risks. See item “7A. Quantitative and Qualitative Disclosures About Market Risk” in the 2020 Annual Report for more information about market risk and the Company’s use of derivatives.

Derivatives are designed to reduce risk on an economic basis while minimizing the impact on financial results. The Company’s derivatives programs vary depending on the type of risk being hedged. See Note 4 of the Notes to the Consolidated Financial Statements for:

A description of the Company's derivatives, hedging strategies and underlying risk exposure.
Information about the notional amount and fair market value of the Company's derivatives.
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The unrealized and realized gains and losses impact on adjusted earnings of derivatives in cash flow, fair value, net investments in foreign operations, or non-qualifying hedging relationships.

Foreign Currency Exchange Rate Risk Hedge Program
The Company has deployed the following hedging strategies to mitigate exposure to foreign currency exchange rate risk:
Aflac Japan hedges U.S. dollar-denominated investments back to yen (see Aflac Japan’s U.S. Dollar-Denominated Hedge Program below).

Aflac Japan maintains certain unhedged U.S. dollar-denominated securities, which serve as an economic currency hedge of a portion of the Company's investment in Aflac Japan (see Aflac Japan’s U.S. Dollar-Denominated Hedge Program below).

The Parent Company designates yen-denominated liabilities (notes payable and loans) as non-derivative hedging instruments and designates certain foreign currency forwards and options as derivative hedges of the Company’s net investment in Aflac Japan (see Enterprise Corporate Hedging Program below).

The Parent Company enters into forward and option contracts to accomplish a dual objective of hedging foreign currency exchange rate risk related to dividend payments by its subsidiary, ALIJ, and reducing enterprise-wide hedge costs. (see Enterprise Corporate Hedging Program below).

Aflac Japan’s U.S. Dollar-Denominated Hedge Program

Aflac Japan buys U.S. dollar-denominated investments, typically corporate bonds, and hedges them back to yen with foreign currency forwards and options to hedge foreign currency exchange rate risk. This economically creates yen assets that match yen liabilities during the life of the derivative and provides capital relief. The currency risk being hedged is generally based on fair value of hedged investments. The following table summarizes the U.S. dollar-denominated investments held by Aflac Japan.
March 31,
2021
December 31,
2020
(In millions)
Amortized
Cost
(1)
Fair
Value
Amortized
Cost (1)
Fair
Value
Available-for-sale securities:
  Fixed maturity securities (excluding bank loans) $ 18,309  $ 20,172  $ 19,249  $ 21,108 
  Fixed maturity securities - bank loans (floating rate) 267  254  319  283 
Equity securities 15  15  20  20 
Commercial mortgage and other loans:
  Transitional real estate loans (floating rate) 4,080  4,046  4,331  4,298 
  Commercial mortgage loans 1,256  1,306  1,268  1,365 
  Middle market loans (floating rate) 3,874  3,895  3,365  3,377 
Other investments 905  905  828  828 
      Total U.S. Dollar Program 28,706  30,593  29,380  31,279 
Available-for-sale securities:
  Fixed maturity securities - economically converted to yen 2,010  2,956  2,085  3,094 
      Total U.S. dollar-denominated investments in Aflac Japan $ 30,716  $ 33,549  $ 31,465  $ 34,373 
(1) Net of allowance for credit losses

U.S. Dollar Program includes all U.S. dollar-denominated investments in Aflac Japan other than the investments in certain consolidated VIEs where the instrument is economically converted to yen as a result of a derivative in the consolidated VIE. Aflac Japan maintains a collar program on a portion of its US dollar program to mitigate against more extreme moves in foreign exchange and therefore support SMR. Depending on further developments, including the possibility of further market volatility, there may be additional costs associated with maintaining the collar program. The Company is continually evaluating other adjustments, including the possibility of changing the level of hedging employed with the U.S dollar-denominated investments.

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As of March 31, 2021, Aflac Japan had $6.4 billion outstanding notional amounts of foreign currency forwards and $11.5 billion outstanding notional amounts of foreign currency options, of which none were in-the-money, hedging its U.S. dollar-denominated investments. The fair value of Aflac Japan's unhedged U.S. dollar-denominated portfolio was $10.4 billion (excluding certain U.S. dollar-denominated assets shown in the table above as a result of consolidation that have been economically converted to yen using derivatives).

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. The Company had net cash inflows of $108 million and net cash outflows of $33 million for the three-month periods ended March 31, 2021 and 2020, respectively, associated with the currency derivatives used for hedging Aflac Japan’s U.S. dollar-denominated investments.

Enterprise Corporate Hedging Program

The Company has designated certain yen-denominated liabilities and foreign currency forwards and options of the Parent Company as accounting hedges of its net investment in Aflac Japan. The Company's consolidated yen-denominated net asset position was partially hedged at $9.6 billion as of March 31, 2021, compared with $9.9 billion as of December 31, 2020.

The Company makes its accounting designation of net investment hedge at the beginning of each quarter. If the total of the designated Parent Company non-derivative and derivative notional is equal to or less than the Company's net investment in Aflac Japan, the hedge is deemed to be effective, and the currency exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. The Company's net investment hedge was effective during the three-month periods ended March 31, 2021 and 2020, respectively. For additional information on the Company's net investment hedging strategy, see Note 4 of the Notes to the Consolidated Financial Statements.

In order to economically mitigate risks associated with the enterprise-wide exposure to the yen and the level and volatility of hedge costs, the Parent Company enters into foreign exchange forward and option contracts. By buying U.S. dollars and selling yen, the Parent Company is effectively lowering its overall economic exposure to the yen, while Aflac Japan's U.S dollar exposure remains reduced as a result of Aflac Japan's U.S. dollar-denominated hedge program that economically creates yen assets. Among other objectives, this strategy is intended to offset the enterprise-wide amortized hedge costs by generating amortized hedge income. The portion of the enterprise-wide amortized hedge income contributed by this strategy was $17 million and $29 million for the three-month periods ended March 31, 2021 and 2020, respectively. This activity is reported in Corporate and Other. As this program evolves, the Company will continue to evaluate the program’s efficacy. See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.

The following table presents metrics related to Aflac Japan amortized hedge costs and the Parent Company amortized hedge income for the periods ended March 31.




















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Hedge Cost/Income Metrics(1)
Three Months     
2021 2020
Aflac Japan:
FX Forwards
   FX forward (sell USD, buy yen) notional at end of period (in billions)(2)
$6.4 $9.1
   Weighted average remaining tenor (in months)(3)
9.7 11.0
   Amortized hedge income (cost) for period (in millions) $(17) $(53)
FX Options
FX option notional at the end of period (in billions) (2)
$11.5 12.0
Weighted average remaining tenor (in months) (3)
4.6 1.6
Amortized hedge income (cost) for period (in millions) $(3) $(2)
Corporate and Other (Parent Company):
FX Forwards
   FX forward (buy USD, sell yen) notional at end of period (in billions)(2)
$5.0 $5.0
   Weighted average remaining tenor (in months)(3)
11.5 12.8
   Amortized hedge income (cost) for period (in millions) $18 $30
FX Options
FX option notional at the end of period (in billions) (2)
$1.9 $2.0
Weighted average remaining tenor (in months) (3)
7.6 8.4
Amortized hedge income (cost) for period (in millions) $(1) $(1)
(1) See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.
(2) Notional is reported net of any offsetting positions within Aflac Japan or the Parent Company, respectively.
(3) Tenor based on period reporting date to settlement date

Amortized hedge costs/income can fluctuate based upon many factors, including the derivative notional amount, the length of time of the derivative contract, changes in both U.S. and Japan interest rates, and supply and demand for dollar funding. Amortized hedge costs and income have fluctuated in recent periods due to changes in the previously mentioned factors.

Interest Rate Risk Hedge Program

Aflac Japan and Aflac U.S. use interest rate swaps from time to time to mitigate the risk of investment income volatility for certain variable-rate investments. Additionally, to manage interest rate risk associated with its U.S. dollar-denominated investments held by Aflac Japan, from time to time the Company utilizes interest rate swaptions.

For additional discussion of the risks associated with the foreign currency exposure refer to the Currency Risk section in Item 7A., Quantitative and Qualitative Disclosures about Market Risk, and Item 1A, specifically to the Risk Factor titled “The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and “Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity" in the 2020 Annual Report.

See Note 4 of the Notes to the Consolidated Financial Statements for additional information on the Company's hedging activities.

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DEFERRED POLICY ACQUISITION COSTS
The following table presents deferred policy acquisition costs by segment.
(In millions) March 31, 2021 December 31, 2020 % Change      
Aflac Japan $ 6,514  $ 6,991  (6.8) %
(1)
Aflac U.S. 3,320  3,450  (3.8)
Total $ 9,835  $ 10,441  (5.8) %
(1)Aflac Japan’s deferred policy acquisition costs decreased .3% in yen during the three months ended March 31, 2021.

See Note 6 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for additional information on the Company's deferred policy acquisition costs.

POLICY LIABILITIES
The following table presents policy liabilities by segment.
(In millions) March 31, 2021 December 31, 2020 % Change      
Aflac Japan $ 96,599  $ 103,128  (6.3) %
(1)
Aflac U.S. 11,808  11,810  .0 
Other 265  274  (3.3)
Intercompany eliminations(2)
(767) (821) (6.6)
Total $ 107,905  $ 114,391  (5.7) %
(1) Aflac Japan’s policy liabilities increased .2% in yen during the three months ended March 31, 2021.
(2) Elimination entry necessary due to recapture of a portion of policy liabilities ceded externally, as a result of the reinsurance retrocession transaction as described in Note 7 of the Notes to the Consolidated Financial Statements.

BENEFIT PLANS

Aflac Japan and Aflac U.S. have various benefit plans. For additional information on the Company's Japanese and U.S. plans, see Note 11 of the accompanying Notes to the Consolidated Financial Statements and Note 14 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report.

POLICYHOLDER PROTECTION

Policyholder Protection Corporation

The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. In November 2016, Japan's Diet passed legislation that extended the government's fiscal support of the LIPPC through March 2022. Effective April 2014, the annual LIPPC contribution amount for the total life industry was lowered from ¥40 billion to ¥33 billion. Aflac Japan recognized an expense of ¥.9 billion and ¥1.0 billion for the three-month periods ended March 31, 2021 and 2020, respectively, for LIPPC assessments.

Guaranty Fund Assessments

Under U.S. state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business. The amount of the guaranty fund assessment that an insurer is assessed is based on its proportionate share of premiums in that state. Guaranty fund assessments for the three-month periods ended March 31, 2021 and 2020, were immaterial.

OFF-BALANCE SHEET ARRANGEMENTS

See Note 3 of the Notes to the Consolidated Financial Statements for details on certain investment commitments.

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As of March 31, 2021, the Company had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 15 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for information on material unconditional purchase obligations that are not recorded on the Company's balance sheet.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the ability to generate sufficient cash resources to meet the payment obligations of the Company. Capital refers to the long-term financial resources available to support the operations of the businesses, fund business growth and provide for an ability to withstand adverse circumstances. Financial leverage (leverage) refers to an investment strategy of using debt to increase the potential return on equity. The Company targets and actively manages liquidity, capital and leverage in the context of a number of considerations, including:

business investment and growth needs
strategic growth objectives
financial flexibility and obligations
capital support for hedging activity
a constantly evolving business and economic environment
a balanced approach to capital allocation and shareholder deployment.

The governance framework supporting liquidity, capital and leverage includes global senior management and board committees that review and approve all significant capital related decisions.

The Company's cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased, all of which has minimal market, settlement or other risk exposure. The target minimum amount for the Parent Company’s cash and cash equivalents is approximately $2.0 billion to provide a capital buffer and liquidity support at the holding company. This amount excludes $400 million of proceeds from the issuance of senior sustainability notes discussed below, which proceeds contribute to the capital buffer but are not intended to support holding company liquidity. Amid the COVID-19 pandemic, the Company remains committed to prudent liquidity and capital management. At March 31, 2021, the Company held $5.0 billion in cash and cash equivalents for stress conditions, which includes the Parent Company's target minimum amount of $2.0 billion. For additional information on the Company’s liquidity and capital resources in response to COVID-19, see the Executive Summary section of this MD&A.

Aflac Japan and Aflac U.S. provide the primary sources of liquidity to the Parent Company through management fees and dividends, with Aflac Japan being the largest contributor. The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

The following table presents the amounts provided to the Parent Company for the three-month periods ended March 31.

Liquidity Provided by Subsidiaries to Parent Company
(In millions) 2021 2020
Dividends declared or paid by subsidiaries $ 427  $ 501 
Management fees paid by subsidiaries 32  35 

The following table details Aflac Japan remittances for the three-month periods ended March 31.
Aflac Japan Remittances 
(In millions of dollars and billions of yen) 2021 2020
Aflac Japan management fees paid to Parent Company $ 15  $ 22 
Aflac Japan dividends declared or paid to Parent Company (in dollars) 377  351 
Aflac Japan dividends declared or paid to Parent Company (in yen) ¥ 41.0  ¥ 38.9 

The Company intends to maintain higher than historical levels of liquidity and capital at the Parent Company for stress conditions and with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a
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portfolio of unhedged U.S. dollar based investments at Aflac Japan and to consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan in light of potentially rising hedge costs and other factors. See the Hedging Activity subsection of this MD&A for more information.

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that allows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of March 31, 2021, the Parent Company and Aflac had four lines of credit with third parties as well as nine intercompany lines of credit. For additional information, see Note 8 of the Notes to the Consolidated Financial Statements.

The Company's consolidated financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at March 31, 2021. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards, including securities lending transactions. See Notes 3 and 4 of the Notes to the Consolidated Financial Statements and Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors in the 2020 Annual Report entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of any trend, demand, commitment, event or uncertainty that would reasonably result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows
The Company translates cash flows for Aflac Japan’s yen-denominated items into U.S. dollars using weighted-average exchange rates. In periods when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.
The following table summarizes consolidated cash flows by activity for the three-month periods ended March 31.
(In millions) 2021 2020
Operating activities $ 1,366  $ 1,414 
Investing activities (969) (1,716)
Financing activities (470) (446)
Exchange effect on cash and cash equivalents (78)
Net change in cash and cash equivalents $ (151) $ (748)

Operating Activities

The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.

The Company expects its future cash flows from premiums and investment portfolios to be sufficient to meet its cash needs for benefits and expenses.

Investing Activities

The Company's investment objectives provide for liquidity primarily through the purchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability
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to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has committed $400 million to Aflac Ventures, LLC (Aflac Ventures), as opportunities emerge. Aflac Ventures is a subsidiary of Aflac Global Ventures, LLC (Aflac Global Ventures) which is reported in the Corporate and Other segment. The central mission of Aflac Global Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value. Investments are included in equity securities or the other investments line in the consolidated balance sheets.

As part of an arrangement with FHLB, Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. In the first three months of 2021, Aflac U.S. borrowed and repaid $28 million under this program. As of March 31, 2021, Aflac U.S. had outstanding borrowings of $273 million reported in its balance sheet.

See Note 3 of the Notes to the Consolidated Financial Statements for details on certain investment commitments.

Financing Activities

Consolidated cash used by financing activities was $470 million in the first three months of 2021, compared with consolidated cash used by financing activities of $446 million for the same period of 2020.

In March 2021, the Parent Company issued $400 million of senior sustainability notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 1.125% per annum, payable semi-annually, and will mature in March 2026. The Company intends, but is not contractually committed, to allocate an amount at least equivalent to the net proceeds from this issuance exclusively to existing or future investments in, or financing of, assets, businesses or projects that meet the eligibility criteria of the Company's sustainability bond framework described in the offering documentation in connection with such notes. These notes are redeemable at the Parent Company's option in whole at any time or in part from time to time at a redemption price equal to the greater of: (i) the aggregate principal amount of the notes to be redeemed or (ii) the amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the notes to be redeemed, not including any portion of the payments of interest accrued as of such redemption date, discounted to such redemption date on a semiannual basis at the yield to maturity for a U.S. Treasury security with a maturity comparable to the remaining term of the notes, plus 10 basis points, plus in each case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, such redemption date.

See Note 8 of the Notes to the Consolidated Financial Statements for further information on the debt issuance discussed above.

The Company was in compliance with all of the covenants of its notes payable and lines of credit at March 31, 2021.

Cash returned to shareholders through treasury stock purchases and dividends was $869 million during the three-month period ended March 31, 2021, compared with $644 million during the three-month period ended March 31, 2020.

The following tables present a summary of treasury stock activity during the three-month periods ended March 31.

Treasury Stock Purchased
(In millions of dollars and thousands of shares) 2021 2020
Treasury stock purchases $ 650  $ 449 
Number of shares purchased:
Share repurchase program 13,440  9,984 
Other 378  508 
   Total shares purchased 13,818  10,492 

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Treasury Stock Issued
(In millions of dollars and thousands of shares) 2021 2020
Stock issued from treasury:
   Cash financing $ 9  $
   Noncash financing 19  17 
   Total stock issued from treasury $ 28  $ 26 
Number of shares issued 810  740 

During the first three months of 2021, the Company repurchased 13.4 million shares of its common stock for $650 million as part of its share repurchase program. As of March 31, 2021, a remaining balance of 85.7 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors. For information on the impact of COVID-19 on the Company's share repurchase program, see the Executive Summary section of this MD&A.

Cash dividends paid to shareholders were $.33 per share in the first quarter of 2021, compared with $.28 per share in the first quarter of 2020. The following table presents the dividend activity for the three-month periods ended March 31.
(In millions) 2021 2020
Dividends paid in cash $ 219  $ 195 
Dividends through issuance of treasury shares 8 
Total dividends to shareholders $ 227  $ 202 

In April 2021, the board of directors declared the second quarter cash dividend of $.33 per share, an increase of 17.9% compared with the same period in 2020. The dividend is payable on June 1, 2021 to shareholders of record at the close of business on May 19, 2021.

Regulatory Restrictions

Aflac Japan

Aflac Japan is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity, including the reduction of subsidiary dividends paid to the Parent Company and Parent Company capital contributions. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥120 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 7 and 8 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criterion relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments. See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.
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As of March 31, 2021, Aflac Japan's SMR remains high and reflects a strong capital and surplus position. The Company is committed to maintaining strong capital levels throughout the pandemic, consistent with maintaining current insurance financial strength and credit ratings. For additional information see the Executive Summary COVID-19 section of this MD&A.

Aflac U.S.

A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the National Association of Insurance Commissioners (NAIC), as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. The Company's insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, reduced dividends paid to the Parent Company, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations. As of March 31, 2021, Aflac’s RBC ratio remains high and reflects a strong capital and surplus position.

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2021 in excess of $872 million would be considered extraordinary and require such approval. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.

Privacy and Cybersecurity Governance

The Company’s Board of Directors has adopted an information security policy directing management to establish and operate a global information security program with the goals of monitoring existing and emerging threats and ensuring that the Company’s information assets and data, and the data of its customers, are appropriately protected from loss or theft. The Board has delegated oversight of the Company’s information security program to the Audit and Risk Committee. The Company’s senior officers, including its Global Security and Chief Information Security Officer, are responsible for the operation of the global information security program and communicates quarterly with the Audit and Risk Committee on the program, including with respect to the state of the program, compliance with applicable regulations, current and evolving threats, and recommendations for changes in the information security program. The global information security program also includes a cybersecurity incident response plan that is designed to provide a management framework across Company functions for a coordinated assessment and response to potential security incidents. This framework establishes a protocol to report certain incidents to the Global Security and Chief Information Security Officer and other senior officers, with the goal of timely assessing such incidents, determining applicable disclosure requirements and communicating with the Audit and Risk Committee. The incident response plan directs the executive officers to report certain incidents immediately and directly to the Lead Non-Management Director.

Other

For information regarding commitments and contingent liabilities, see Note 12 of the Notes to the Consolidated Financial Statements.
Additional Information

Investors should note that the Company announces material financial information in its SEC filings, press releases and public conference calls. In accordance with SEC guidance, the Company may also use the Investor Relations section of the Company's website (http://investors.aflac.com) to communicate with investors about the Company. It is possible that the financial and other information the Company posts there could be deemed to be material information. The information on the Company's website is not part of this document. Further, the Company's references to website URLs are intended to be inactive textual references only.

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CRITICAL ACCOUNTING ESTIMATES
The Company prepares its financial statements in accordance with U.S. GAAP. These principles are established primarily by the FASB. In this MD&A, references to U.S. GAAP issued by the FASB are derived from the FASB Accounting Standards Codification (ASC). The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates based on currently available information when recording transactions resulting from business operations. The estimates that the Company deems to be most critical to an understanding of Aflac’s results of operations and financial condition are those related to the valuation of investments and derivatives, DAC, liabilities for future policy benefits and unpaid policy claims, and income taxes. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. The application of these critical accounting estimates determines the values at which 94% of the Company's assets and 81% of its liabilities are reported as of March 31, 2021, and thus has a direct effect on net earnings and shareholders’ equity. Subsequent experience or use of other assumptions could produce significantly different results.

There have been no changes in the items the Company has identified as critical accounting estimates during the three months ended March 31, 2021. For additional information, see the Critical Accounting Estimates section of MD&A included in the 2020 Annual Report.

New Accounting Pronouncements

For information on new accounting pronouncements and the impact, if any, on the Company's financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed primarily to the following types of market risks: currency risk, interest rate risk, credit risk and equity risk. The Company regularly monitors its market risks and uses a variety of strategies to manage its exposure to these market risks. A description of the Company's market risk exposures may be found under “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of the 2020 Annual Report. There have been no changes to the Company's market risk exposures from the market risk exposures previously disclosed in the 2020 Annual Report except as outlined below.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report (the Evaluation Date). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the first fiscal quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
During the first three months of 2021, the Company repurchased shares of its common stock as follows:
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 2,850,664  $ 45.60  2,850,664  96,304,954 
February 1 - February 28 5,034,979  47.30  4,661,812  91,643,142 
March 1 - March 31 5,932,047  50.55  5,927,500  85,715,642 
Total 13,817,690 
(1)
$ 48.34  13,439,976  85,715,642 
(1) During the first three months of 2021, 377,714 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.


Item 5.     Other Information

On April 29, 2021, the Company entered into an amendment of the employment agreement it entered with Frederick J. Crawford on June 23, 2015. The amendment reflects Mr. Crawford’s previously announced title as President and Chief Operating Officer of Aflac Incorporated. The amendment also provides for an initial three-year term beginning on May 1, 2021 with automatic one-year extensions absent notice from either party to not extend. Mr. Crawford’s initial base salary under the agreement will be $950,000, and he will be eligible for a target annual bonus of 200% of his base salary (400% at maximum). The amendment also provides nondisclosure provisions and other customary covenants. To the extent not modified by the amendment, the other provisions of Mr. Crawford’s employment agreement remain in effect.

On April 29, 2021, the Company entered into an employment agreement with Max K. Brodén, Executive Vice President, Chief Financial Officer and Treasurer of the Company. The agreement provides for an initial three-year term beginning on May 1, 2021 with automatic one-year extensions absent notice from either party to not extend. Mr. Brodén’s initial base salary under the agreement will be $620,000, and he will be eligible for a target annual bonus of 125% of his base salary (250% at maximum). He also will be eligible for grants of equity in the form of restricted stock awards, stock options or other equity awards pursuant to the Company’s Long-Term Incentive Plan and for annual contributions to the Company's Executive Deferred Compensation Plan in an amount equal to 15% of his salary and bonus. Upon a qualifying severance (a termination by the Company without cause or by Mr. Brodén for good reason), he would be entitled to continuation of salary, bonus and welfare benefits through the remaining term of the employment agreement, and any unvested equity awards would vest subject to attainment of any applicable Company performance goals. In connection with the agreement, on April 29, 2021, Mr. Brodén received an equity grant with a grant-date value of approximately $1,000,000 in the form of restricted stock units that will vest on the third anniversary of the grant date. The equity award is generally subject to Mr. Brodén’s continued employment with the Company through the vesting date.

94





Item 6.    Exhibits
(a) EXHIBIT INDEX
3.0
- Articles of Incorporation, as amended – incorporated by reference from Form 10-Q for June 30, 2008, Exhibit 3.0.
3.1
- Bylaws of the Corporation, as amended and restated – incorporated by reference from Form 8-K dated April 6, 2020, Exhibit 3.1.
4.1
- Twenty-Eighth Supplemental Indenture, dated as of March 8, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.125% Senior Sustainability Note due 2026) – incorporated by reference from Form 8-K dated March 8, 2021, Exhibit 4.1 (File No. 001-07434).
4.2
- Twenty-Ninth Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.633% Senior Note due 2031) – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.1 (File No. 001-07434).
4.3
- Thirtieth Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.844% Senior Note due 2033) – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.2 (File No. 001-07434).
4.4
- Thirty-First Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.039% Senior Note due 2036) – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.3 (File No. 001-07434).
4.5
- Thirty-Second Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.264% Senior Note due 2041) – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.4 (File No. 001-07434).
4.6
- Thirty-Third Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.560% Senior Note due 2051) – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.5 (File No. 001-07434).
- 1999 Aflac Associate Stock Bonus Plan, amended and restated as of February 1, 2021.
- Amendment to Aflac Incorporated Employment Agreement with Frederick J. Crawford, dated April 29, 2021.
- Aflac Incorporated Employment Agreement with Max K. Brodén, dated April 29, 2021.
-
Certification of CEO dated April 29, 2021, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
-
Certification of CFO dated April 29, 2021, 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 April 29, 2021, 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH - Inline XBRL Taxonomy Extension Schema.
101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB - Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase.
104 - Cover Page Interactive Data File - formatted as Inline XBRL and contained in Exhibit 101.
95




Glossary of Selected Terms

Throughout this Quarterly Report on Form 10-Q, the Company may use certain performance metrics and other terms which are defined below.

Adjusted Net Investment Income - Net Investment Income adjusted for i) amortized hedge cost/income related to foreign currency exposure management strategies and certain derivative activity and ii) net interest cash flows from foreign currency and interest rate derivatives associated with certain investment strategies, which are reclassified from net investment gains and (losses) to net investment income. The Company considers adjusted net investment income important because it provides a more comprehensive understanding of the costs and income associated with the Company's investments and related hedging strategies. The metric is used in segment reporting as a component of segment profitability.

Affiliated Corporate Agency – Agency in Japan directly affiliated with a specific corporation that sells insurance policies primarily to its employees.

Annualized Premiums in Force the amount of gross premium that a policyholder must pay over a full year in order to keep coverage. The growth of net premiums (defined below) is directly affected by the change in premiums in force and by the change in weighted-average yen/dollar exchange rates.

Average Weekly Producer The total number of writing associates who have produced greater than $0.00 during the production week - excluding any manual adjustments divided by the number of weeks in the time period. The Company believes this metric allows sales management to monitor progress and needs, as well as serve as a leading indicator of future production capacity.

Capital Buffer Established dollar amount of liquidity at the Parent Company reserved for injecting capital into the insurance entities or general liquidity support for general expenses at the Parent Company. Currently, the capital buffer is $1.0 billion and is part of $2.0 billion minimum balance at the Parent Company.

Earnings Per Basic Share – Net earnings divided by weighted-average number of shares outstanding for the period.

Earnings Per Diluted Share – Net earnings divided by the weighted-average number of shares outstanding for the period plus the weighted-average shares for the dilutive effect of share-based awards outstanding.

Group Insurance Insurance issued to a group, such as an employer or trade association, that covers
employees or association members and their dependents through certificates of coverage.

Individual Insurance – Insurance issued to an individual with the policy designed to cover that person and his or her dependents.

In-force Policies A count of policies that are active contracts at the end of a period.

Liquidity Support – Internally defined and established dollar amount of liquidity reserved for supporting potential collateral and settlements of derivatives at the Parent Company. Currently, the liquidity support is $1.0 billion and is part of the $2.0 billion minimum balance at the Parent Company.
Net Investment Income – The income derived from interest and dividends on invested assets, after deducting investment expenses.

Net Premiums – (sometimes referred to as net premium income or net earned premiums) is a financial measure that appears on the Company's Consolidated Statements of Earnings and in its segment reporting. This measure reflects collected or due premiums that have been earned ratably on policies in force during the reporting period, reduced by premiums that have been ceded to third parties and increased by premiums assumed through reinsurance.

New Annualized Premium Sales – (sometimes referred to as new sales or sales) An operating measure that is not reflected on the Company's financial statements. New annualized premium sales generally represent annual premiums on policies the Company sold and incremental increases from policy conversions that would be collected over a 12-month period assuming the policies remain in force for that entire period. For Aflac Japan, new annualized premium sales are determined by applications submitted during the reporting period. For Aflac U.S., new annualized premium sales are determined by applications. that are issued during the reporting period. Policy conversions are defined as the positive difference in the annualized premium when a policy upgrades in the current reporting period.

New Money Yield Gross yields earned on purchases of fixed maturities, loan receivables, and equities. Purchases exclude capitalized interest, securities lending/repurchase agreements, short-term/cash activity, and alternatives. New money yield for equities is based on the assumed dividend yield at the time of purchase. The new money yield for Aflac Japan excludes the impact of any derivatives and associated amortized hedge costs associated with USD-denominated investments. Management uses this metric as a leading indicator of future investment earning potential.

96




Operating Ratios Used to evaluate the Company's financial condition and profitability. Examples include: (1) Ratios to total adjusted revenues, which present expenses as a percentage of total revenues and (2) Ratios to total premium, including benefit ratio.

Persistency – Percentage of premiums remaining in force at the end of a period, usually one year. For example, 95% persistency would mean that 95% of the premiums in force at the beginning of the period were still in force at the end of the period.

Pretax Adjusted Earnings – Earnings as adjusted earnings before the application of income taxes. This measure is used in the Company's segment reporting.

Pretax Adjusted Profit Margin – Adjusted earnings divided by adjusted revenues, before taxes are applied. This measure is used in the Company's segment reporting.

Return on Average Invested Assets – Net investment income as a percentage of average invested assets during the period. Management uses this metric to demonstrate how our actual net investment income results represent an overall return on the portfolio to provide a more comparative metric as the size of our investment portfolio changes over time.

Risk-based Capital (RBC) Ratio – Statutory adjusted capital divided by statutory required capital. This insurance ratio is based on rules prescribed by the National Association of Insurance Commissioners (NAIC) and provides an indication of the amount of statutory capital the insurance company maintains, relative to the inherent risks in the insurer’s operations.

Solvency Margin Ratio (SMR) – Solvency margin total divided by one half of the risk total. This insurance ratio is prescribed by the Japan Financial Services Agency (FSA) and is used for all life insurance companies in Japan to measure the adequacy of the company’s ability to pay policyholder claims in the event actual risks exceed expected levels.

Statutory Earnings Earnings determined according to accounting rules prescribed by the National Association of Insurance Commissioners (NAIC), as modified by the insurance department in the insurance company’s state of domicile. These statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency.

Weighted-Average Foreign Currency Exchange Rate – Japan segment operating earnings for the period (excluding hedge costs) in yen divided by Japan segment operating earnings for the period (excluding hedge costs) in dollars. Management uses this metric to evaluate and determine consolidated results on foreign currency effective basis.





97




Defined Terms

Throughout this Quarterly Report on Form 10-Q, the Company may use abbreviations, acronyms and defined terms which are defined below.
AFS Available-for-Sale
ALM Asset-Liability Matching
AOCI Accumulated Other Comprehensive Income
ARP American Rescue Plan
ASC Accounting Standards Codification
ASU Accounting Standards Update
CAA The Consolidated Appropriations Act
CARES Coronavirus Aid, Relief, and Economic Security
CDSs Credit Default Swaps
CMLs Commercial Mortgage Loans
CSAs Credit Support Annexes
DAC Deferred Policy Acquisition Costs
DSCR Debt Service Coverage Ratios
EPS Earnings Per Share
FASB Financial Accounting Standard Boards
FHLB Federal Home Loan Bank of Atlanta
FSA Japanese Financial Services Agency
HTM Held-to-Maturity
ISDA International Swaps and Derivatives Association, Inc.
ISOs Incentive Stock Options
JGB Japan Government Bond
LGD Loss-Given-Default
LIBOR London Interbank Offered Rate
LIPPC Life Insurance Policyholder Protection Corporation
LTV Loan-to-Value
MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations
MMLs Middle Market Loans
NAIC National Association of Insurance Commissioners
NOLHGA National Organization of Life and Health Guaranty Associations
NQSOs Non-qualifying Stock Options
NRSROs Nationally Recognized Statistical Rating Organizations
OTC Over-the-Counter
PD Probability-of-Default
PRM Policy Reserve Matching
RBC Risk-Based Capital
ROE Return on Equity
S&P Standard & Poor's
SEC Securities and Exchange Commission
SMR Solvency Margin Ratio
The Plan Aflac Incorporated Long-Term Incentive Plan
TIBOR Tokyo Interbank Market Rate
TDRs
Trouble Debt Restructurings
TREs Transitional Real Estate Loans
TTM Telegraphic Transfer Middle Rate
U.S. GAAP U.S. Generally Accepted Accounting Principles
VIEs Variable Interest Entities
98





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Aflac Incorporated
April 29, 2021
/s/ Max K. Brodén
(Max K. Brodén)
Executive Vice President;
Chief Financial Officer
April 29, 2021
/s/ June Howard
(June Howard)
Senior Vice President, Financial Services; Chief Accounting Officer

99















AMENDED AND RESTATED


1999 AFLAC ASSOCIATE


STOCK BONUS PLAN



EFFECTIVE AS OF JULY 1, 1999



AMENDED AND RESTATED AS OF FEBRUARY 1, 2021















1


AMENDED AND RESTATED 1999 AFLAC ASSOCIATE STOCK BONUS PLAN


The Amended and Restated 1999 AFLAC Associate Stock Bonus Plan was made effective as of July 1, 1999 and amended as of February 11, 2003, August 20, 2007, and January 1, 2013 and is amended and restated as follows:

ARTICLE I
DEFINITIONS
As used herein, the following words and phrases shall have the meaning indicated unless otherwise defined or required by the context:

1.1"Active Association" shall mean the performance of services by an Associate, Sales Coordinator, or Special Associate, is properly licensed by the applicable regulatory authority, pursuant to a written contract with the Plan Sponsor for the solicitation of applications for certain insurance products of the Plan Sponsor, prior to the effective date of any termination of such contract whether for cause or without cause.

1.2"Allocation Date" shall mean, with respect to each month, a day, determined in the discretion of the Stock Bonus Management Committee, not later than 45 days following the end of such month.

1.3"Associate" shall mean any person or entity associated with the Plan Sponsor pursuant to an Associate's contract pertaining to services in the United States, its territories and possessions, and any other location or country designated by the Plan Sponsor, who is paid on a commission basis and whose Active Association with the Plan Sponsor has not been terminated.

1.4"Board" shall mean the Board of Directors of American Family Life Assurance Company of Columbus or of American Family Life Assurance Company of New York, as the case may be.

1.5"Bonus Policy/Policies" shall mean those insurance policies issued by the Plan Sponsor that the Plan Sponsor, acting in its sole discretion, designates as "Bonus Policies." "Bonus Policies" shall not include conversions, upgrades or riders made effective as of a date later than twelve months from the original Issue Date on policies otherwise designated as a "Bonus Policy," unless the Plan Sponsor shall provide otherwise.

1.6"Commencement Date" shall mean the date on which one first begins Active Association.
2


1.7"First Year Premiums" shall mean premiums scheduled to be received for the first twelve months of coverage after a Bonus Policy sold by a Participant is issued at the home office of the Plan Sponsor.

1.8"Issue Date" shall mean the date on which a Bonus Policy is made effective.

1.9"New Business Transmittal" shall mean the new business transmittal form that is submitted to the Plan Sponsor with each application for a policy and which includes information concerning all Associates sharing commissions with respect to such policy.

1.10"Paid to Date" shall mean the date to which coverage provided by a policy shall remain in force based on premiums applied by the Plan Sponsor to the policy.

1.11"Participant" shall mean any Associate, Sales Coordinator, or Special Associate participating in this Plan.

1.12"Plan" shall mean the Amended and Restated 1999 AFLAC Associate Stock Bonus Plan, as contained herein and as amended from time to time.

1.13"Plan Sponsor" shall mean the American Family Life Assurance Company of Columbus, a Nebraska corporation, American Family Life Assurance Company of New York, a New York corporation, and any subsidiary or affiliate corporation that may hereafter adopt the Plan with the permission of their respective Boards.

1.14"Sales Coordinator" shall mean any Associate who is also providing services to the Plan Sponsor pursuant to a contract as a District Sales Coordinator, Regional Sales Coordinator, or State Sales Coordinator, and who is paid on a commission basis.

1.15"Special Associate" shall mean any person or entity associated with the Plan Sponsor pursuant to a special written agreement, who is engaged in the sale of the products of the Plan Sponsor and is paid on a commission basis, and whose Active Association with the Plan Sponsor has not been terminated.

1.16"Stock" or "Shares of Stock" shall mean the common stock of AFLAC Incorporated.

1.17"Stock Bonus Management Committee" shall mean the committee which shall oversee the operation of the Plan and shall be composed of the Plan Sponsor's President in charge of U.S. operations, its Executive Vice President over sales distribution and its Chief Accounting Officer, and/or such other persons as designated from time to time by the Board. The Board may remove any member of this committee at any time in its absolute discretion.

1.18"Vested for Commission" shall mean that a Participant has a vested right, pursuant to the terms of the Participant's Associates Agreement, to receive renewal commissions that are payable on policies sold by the Participant (regardless of whether such vested amount is less than 100%, or is for a limited time period).
3


ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1CONDITIONS OF ELIGIBILITY. Each Associate and Sales Coordinator, is eligible to become a Participant in the Plan. Special Associates shall be eligible to participate in this Plan only if so provided in the written agreement between the Special Associate and the Plan Sponsor.

2.2PARTICIPATION. Any Associate or Sales Coordinator or, subject to Section 2.1, any Special Associate, shall become a Participant under the following circumstances: (i) if such individual was a Participant under either the AFLAC New York Associate Stock Bonus Plan, effective as of January 1, 1999, or the AFLAC Associate Stock Bonus Plan, amended and restated as of January 1, 1999, as of the termination date of such Plans, such individual shall automatically become a Participant on the effective date of this Plan, or (ii) if such individual's Commencement Date is on or after July 1, 1999, such individual shall automatically become a Participant upon his or her Commencement Date. If an individual was qualified to be a Participant under either the AFLAC New York Associate Stock Bonus Plan or the AFLAC Associate Stock Bonus Plan but opted not to become a Participant prior to February 11, 2003, and such individual qualifies to participate in this Plan, such individual must notify the Plan Sponsor in writing that he or she opts to enroll in the Plan. Such individual will become enrolled within 30 days of the receipt by the Plan Sponsor of such notice.

2.3ACCEPTANCE. The Plan shall not be deemed to constitute a contract between the Plan Sponsor and the Participant or to be consideration, or an inducement, for the association of any Participant. No provision of the Plan shall be deemed to give any Participant the right to be retained in association with the Plan Sponsor, or to interfere with the right of the Plan Sponsor to discharge any Participant at any time regardless of the effect which such discharge will have upon him as a Participant. Each Participant for himself or herself and his or her heirs and assigns shall be deemed conclusively by his or her act of participation herein, to have agreed to and accepted the terms and conditions of this Plan.

ARTICLE III
CONTRIBUTIONS AND EXPENSES

3.1CONTRIBUTIONS BY PLAN SPONSOR. All contributions, if any, shall be made by the Plan Sponsor; provided, however, that the Board may authorize contributions from other sources. No contributions shall be made by any Participant.

3.2COMPUTATION OF CONTRIBUTIONS FOR BONUS POLICIES WITH ISSUE DATES PRIOR TO JULY 1, 1999. With respect to Bonus Policies with an Issue Date prior to July 1, 1999, the amount of Plan Sponsor contributions to be made on or before each Allocation Date shall be equal to the applicable percentage (as described in Section 3.5) of First Year Premiums applied to the policy by the Plan Sponsor during the month to which such Allocation Date relates.

3.3COMPUTATION OF CONTRIBUTIONS FOR BONUS POLICIES WITH ISSUE DATES ON OR AFTER JULY 1, 1999. With respect to Bonus Policies with an Issue Date on or after July 1, 1999, the amount of Plan Sponsor contributions to be made on or before each Allocation
4


Date shall be equal to the applicable percentage (as described in Section 3.5) of annualized First Year Premiums as of the date on which the period of time between the Issue Date and the Paid to Date equals thirteen months. Accordingly, no such Plan Sponsor contributions will be made if the period of time between the Issue Date and the Paid to Date is less than thirteen months for any Bonus Policy.

3.4OFFSET AGAINST CONTRIBUTIONS; RECOVERY OF CREDITED AMOUNTS.

(a)Notwithstanding the provisions of Sections 3.2 and 3.3, the amount to be contributed by the Plan Sponsor may, in the sole discretion of the Plan Sponsor, be reduced to reflect the applicable percentage (as described in Section 3.5) of any First Year Premiums that the Plan Sponsor may, for any reason acting in his sole discretion, determine to refund.

(b)Notwithstanding the provisions of Sections 3.2 and 3.3, the amount to be contributed by the Plan Sponsor may, in the sole discretion of the Plan Sponsor, be reduced when necessary to reflect the Plan Sponsor’s compliances with Court-Orders, Liens, Garnishments, or state and IRS tax withholding notices received and pertaining to Participant.

(c)On each Allocation Date, the amount to be allocated to a Participant shall be reduced by the sum of amounts recoverable by the Plan Sponsor relating to refunded First Year Premiums for any period prior to such Allocation Date.

(d)To the extent that the amounts recoverable by the Plan Sponsor have been distributed to a Participant or transferred to the AFL Stock Plan on behalf of a Participant and cannot be recovered pursuant to the procedures set forth in paragraph (c) above, then the amount of such distribution shall create a liability to the Plan Sponsor on the part of the Participant (1) to be charged back as a first lien against future earned commissions on first year or renewal business written by the Participant, or (2) to be paid to the Plan Sponsor by the Participant on demand of the Plan Sponsor.

3.5APPLICABLE PERCENTAGE FOR BONUS POLICIES. Subject to Sections 3.2, 3.3, and 3.4, the applicable percentage of First Year Premiums received on Bonus Policies shall be as follows:

(a)ASSOCIATES NOT ON THE ACCELERATED PAYMENT OPTION. The Plan Sponsor shall contribute a total of three percent (3%) (or such other percentage as is determined to be appropriate by the Stock Bonus Management Committee) of the First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) for each Bonus Policy properly sold by a Participant, who is not on the Accelerated Payment Option Program that is addressed in 3.5(b), in accordance with the policies and procedures of the Plan Sponsor. Such 3% contribution, if any, shall be allocated among applicable Participants on the same basis as the percentage allocation among Associates that is properly designated on the New Business Transmittal.

(b)ASSOCIATES ON THE ACCELERATED PAYMENT OPTION. Associates who are on the Accelerated Payment Option Program will receive a total of one percent (1%) (or such other percentage as is determined to be appropriate by the Stock Bonus Management Committee) of the First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms
5


of, and for purposes of, Paragraph 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Paragraph 3.3) for each Bonus Policy properly sold by a Participant in accordance with the policies and procedures of the Plan Sponsor. Such 1% contribution, if any, will be allocated among applicable Participants on the same basis as the percentage allocation among Associates that is properly designated on the New Business Transmittal.

(c)SALES COORDINATORS. The Plan Sponsor shall contribute seven-tenths of one percent (.7%) (or such other percentage as is determined to be appropriate by the Stock Bonus Management Committee) of the First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) for each Bonus Policy that is not individually sold by the Sales Coordinator and is properly sold by a Participant or other individual who is assigned in writing to a Sales Coordinator at the time the policy is sold. Such .7% contribution, if any, shall be allocated among applicable Participants as necessary based on any allocation among Associates that is properly designated on the New Business Transmittal. If a Sales Coordinator is eligible for Stock Bonus under either Paragraph 3.5 (a) or Paragraph 3.5 (b) AND Paragraph 3.5 (c) the Plan Sponsor will contribute the higher percentage amount. The Sales Coordinator will not receive duplicate stock credit.

(d)SPECIAL ASSOCIATES. The applicable percentage of First Year Premiums applied by the Plan Sponsor to the policy or annualized First Year Premiums to be contributed with respect to Bonus Policies sold by a Special Associate shall be determined in accordance with the written agreement between the Special Associate and the Plan Sponsor.

3.6DESIGNATION OF BONUS POLICIES. Bonus Policies will be designated as such by the Plan Sponsor on the schedule of commissions that is made available to Associates, Sales Coordinators, and Special Associates.

3.7ACTIVE ASSOCIATION. Except as provided in Sections 3.9 and 3.10, contributions will be made only on behalf of Participants who are in Active Association with the Plan Sponsor.

3.8TRANSFER OR TERMINATION. In the event of the transfer of a Participant to a position of employment with the Plan Sponsor other than as an Associate, Sales Coordinator or Special Associate, or in the event of a termination of a Participant, if the Participant is not Vested for Commission, contributions with respect to Bonus Policies will be made on behalf of the Participant through the end of the calendar month in which the transfer or termination date occurs, and the contribution will be reduced to reflect amounts recoverable by the Plan Sponsor with respect to refunded First Year Premiums (as provided for in Section 3.4) up to the last business day of the calendar month in which the date of termination occurs. In the event of a transfer or termination of a Participant who is Vested for Commission, contributions will continue to be made on behalf of the Participant with respect to Bonus Policies sold by the Participant.

3.9EXPENSES. The Plan Sponsor shall bear all costs incurred in the operation of the Plan other than brokerage and other fees directly related to the purchase of Shares of Stock or other permitted investments. Such brokerage and other related fees shall be paid by AFLAC Incorporated pursuant to the terms of the AFL Stock Plan.


6


ARTICLE IV
PLAN CONTRIBUTIONS

4.1CREDITING OF CONTRIBUTIONS. Plan Sponsor contributions with respect to Bonus Polices made during the month shall be credited to each Participant based on the applicable percentage of First Year Premiums applied by the Plan Sponsor to the policy (pursuant to the terms of, and for purposes of, Section 3.2) or of the annualized First Year Premiums (pursuant to the terms of, and for purposes of, Section 3.3) on Bonus Policies properly sold by the Participant, subject to reduction as provided in Section 3.4. The contributions shall be allocated to Participants as necessary based on any allocation among Associates that is properly designated on the New Business Transmittal. On a monthly basis the balance of this contribution amount and any contributions made to the Participant pursuant to Section 3.7 will be transferred to the Participant's AFL Stock Plan account to purchase Shares of Stock pursuant to the terms of the AFL Stock Plan, or distributed directly to the Participant, each as provided in Article 5.

4.2EXPRESSED IN DOLLARS. Contributions shall be expressed in dollars and cents.

4.3REPORTING. Each Participant shall receive reports pursuant to the terms of the AFL Stock Plan with respect to the amount of cash contributed on such Participant's behalf and the total number of Shares of Stock held in the Participant's account under the AFL Stock Plan.

ARTICLE V
TRANSFERS AND DISTRIBUTIONS

5.1TRANSFER AND DISTRIBUTION OF CONTRIBUTIONS. On a monthly basis, the balance of the contribution (including contributions made pursuant to Section 3.7) owed on behalf of each Participant shall be transferred to the AFL Stock Plan for investment in Shares of Stock on behalf of such Participant if the balance of such contribution equals or exceeds $50 as of an Allocation Date. If the balance totals less than $50 as of an Allocation Date, the contribution balance shall be distributed directly to the Participant by means of the Participant's monthly commission statement. The Plan Sponsor will not pay interest on funds pending transfer to the AFL Stock Plan. All investments by the AFL Stock Plan shall be made pursuant to the terms of such plan.

5.2DATE OF TRANSFERS AND DISTRIBUTIONS. Transfers shall be made to the AFL Stock Plan, or distributions made to the Participant, within 90 days following the end of each month in which a bonus becomes due.

5.3DISTRIBUTIONS UPON DEATH. In the event of the death of a Participant, or if a monthly stock-credit amount is valued at less than fifty dollars ($50), such distribution will be paid as cash and not transferred to Shares of Stock. Said cash will be paid by means of the Participant's monthly commission statement. If the Participant's contribution balance equals or exceeds $50, the balance will continue to be transferred to the AFL Stock Plan. The provisions of the AFL Stock Plan will govern the payment of accumulated balances in the Participant's AFL Stock Plan account.
7


5.4DISTRIBUTIONS TO AFFILIATES. The Stock Bonus Management Committee shall have absolute discretion to determine the form of distribution under the Plan to a Participant who is at the time of distribution an "affiliate" of AFLAC Incorporated within the meaning of Rule 144 under the Securities Act of 1933, as amended. The Stock Bonus Management Committee shall determine which Participants are covered by this provision. In so doing, the Stock Bonus Management Committee shall take into account any information and conclusions furnished to it by the Plan Sponsor and AFLAC Incorporated, and may in its discretion seek advice of counsel.

5.5DISTRIBUTION FOR SPECIAL ASSOCIATES. Notwithstanding anything to the contrary in this Article 5, if the written agreement between the Plan Sponsor and a Special Associate includes provisions regarding distribution of benefits which are inconsistent with the provisions of this Article 5, the provisions of such written agreement shall govern with respect to such Special Associate.

ARTICLE VI
ADMINISTRATION OF PLAN

6.1ADMINISTRATION.

(a)The Stock Bonus Management Committee shall administer and have complete control of the Plan, subject to the provisions hereof, with all powers necessary to enable it properly to carry out its duties in that respect. Not in limitation, but in amplification of the foregoing, the Stock Bonus Management Committee shall have the power to construe the Plan and to determine all questions that may arise hereunder, including all questions relating to the eligibility of Associates, Sales Coordinators or Special Associates to participate in the Plan and the amount of benefits to which any Participant may become entitled hereunder. The decision of the Stock Bonus Management Committee upon all matters within the scope of its authority shall be final.

(b)The Stock Bonus Management Committee may establish uniform rules and procedures to be followed by Participants regarding any matter required to administer the Plan.

(c)The Stock Bonus Management Committee shall prepare and distribute information concerning the Plan to the Participants in such manner as it shall deem appropriate and as required by law.

(d)The Stock Bonus Management Committee shall be entitled to rely upon all certificates and reports, if any, furnished by the consultant or actuary of the Plan Sponsor, and upon all opinions given by any legal counsel, accountant or doctor selected or approved by the Plan Sponsor; any action taken or suffered by the Stock Bonus Management Committee in good faith in reliance upon the advice or opinion of such consultant, actuary, legal counsel, accountant or doctor shall be conclusive upon each of them and upon all Participants or other persons interested in the Plan.

6.2RECORDS. All material acts and determinations of the Stock Bonus Management Committee shall be duly recorded and all such records, together with such other documents
8


as may be necessary for the administration of the Plan, shall be preserved in the custody of the Plan Sponsor. The Plan Sponsor shall provide all necessary forms, and accounting, clerical and other such services required to carry out the proper administration of the Plan.

6.3DELEGATION OF AUTHORITY AND EXEMPTION FROM LIABILITY. The administrative duties and responsibilities set forth in this Article 6 may be delegated by the Stock Bonus Management Committee in whatever manner and to whatever extent it chooses to such persons as the Stock Bonus Management Committee selects. To the extent permitted by law, the Plan Sponsor shall indemnify and hold harmless each member of the Stock Bonus Management Committee, any member of the Board, and any other party acting with respect to the Plan at the request of the Plan Sponsor or the Stock Bonus Management Committee, against any and all claims, demands, suits, loss, damages, expense and liability arising from any act or failure to act with respect to the Plan, including any act or failure to act which is deemed to be a breach of such individual's fiduciary responsibilities, unless the same is determined to be due to gross negligence or willful misconduct.

ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN

7.1AMENDMENT OF THE PLAN. The Plan Sponsor shall have the right at any time to modify, alter, or amend the Plan in whole or by action of the Board; provided, however, that unless it is necessary to meet the requirements of any state or federal law or regulation, no amendment shall operate to deprive any Participant of any vested right under this Plan.

7.2TERMINATION OF THE PLAN. The Plan Sponsor has adopted this Plan with the intent that it be continued indefinitely; however, the Plan Sponsor reserves the right at any time to reduce or to discontinue permanently the Plan Sponsor contributions to the Plan or to terminate the Plan by action of the Board. Such reduction or permanent discontinuance of Plan Sponsor contributions or termination may be made without the consent of the Participants or any other persons.

7.3TRANSFER AND DISTRIBUTION ON TERMINATION. Upon termination of the Plan, the balance of all contributions due to Participants shall be brought up to date as of the last day of the month in which the termination occurs. All contributions shall be distributed to the Participants, or transferred to the AFL Stock Plan on behalf of the Participants, in accordance with the provisions of this Plan.

ARTICLE VIII
PLAN SPONSOR'S RIGHT OF SETOFF AGAINST PARTICIPANT'S BENEFITS

8.1RIGHT OF SETOFF; GRANT OF SECURITY INTEREST. Subject to any applicable legal limitations, the Plan Sponsor shall have the right to charge against any benefits owed to a Participant under this Plan, prior to the transfer of any bonus to the AFL Stock Plan on behalf of such Participant, the amount of certain obligations of such Participant to the Plan Sponsor. For purposes of this Section 8.1, "obligations" shall include any indebtedness of the Participant to the Plan Sponsor including, but not limited to, any advances, loans, unearned
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commissions or credits made by or from the Plan Sponsor to the Participant. In addition, the Plan Sponsor shall have a lien against contributions or benefits which have, or may become, due to such Participant under this Plan, prior to the transfer of any bonus to the AFL Stock Plan on behalf of such Participant, which lien shall be a first lien in favor of the Plan Sponsor as to such contributions or benefits. In consideration of the right to participate in this Plan and for the benefits paid hereunder to the Participant by the Plan Sponsor, each Participant grants and assigns the Plan Sponsor a security interest in all contributions, rights and benefits which have, or may become, due to the Participant pursuant to this Plan, prior to the transfer of such contributions to the AFL Stock Plan or to the Participant, as the case may be.

ARTICLE IX
MISCELLANEOUS

9.1HEADINGS. The headings and subheadings in the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

9.2CONSTRUCTION. In the construction of the Plan, the masculine shall include the feminine and the singular the plural in all cases where such meanings would be appropriate. The Plan shall be construed in accordance with the laws of the State of Georgia.

9.3INCORPORATION, ETC. In the event that an individual Participant's business as an Associate is transferred to a corporation, partnership, or other legal entity that becomes an Associate and Participant hereunder, such entity shall, if the Stock Bonus Management Committee so determines, succeed to the individual Participant's benefits and rights hereunder. Conversely, in the event that an Associate that is a corporation, partnership, or other legal entity ceases to be an Associate, any individual Associate who succeeds to the business of that entity shall, if the Stock Bonus Management Committee so determines, succeed to the benefits and rights of that entity hereunder.

9.4SPENDTHRIFT CLAUSE. Except as provided in the Plan or as otherwise required by law, no benefits under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge shall be void. No such benefit shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit except as specifically provided in the Plan.

9.5LEGALLY INCOMPETENT. If any Participant is in the judgment of the Stock Bonus Management Committee legally incapable of personally receiving and giving a valid receipt for any payment due him hereunder, the Stock Bonus Management Committee may, unless and until claim shall have been made by a guardian of such person duly appointed by a court of competent jurisdiction, direct that payment or any part thereof be made to such person or to such person's spouse, child, parent, brother or sister, or other person deemed by the Stock Bonus Management Committee to be a proper person to receive such payment. If the Stock Bonus Management Committee is unable, after reasonable effort, to ascertain the identity, whereabouts or existence of any Participant to whom a benefit is payable under this Plan, the benefits otherwise payable to such person shall be forfeited, anything to the contrary contained elsewhere in this Plan notwithstanding. However, if a claim is subsequently made by such person, or if satisfactory proof of death of such person is received by the Stock Bonus
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Management Committee, the Plan Sponsor shall make a contribution to the Plan which, notwithstanding any provision of this Plan to the contrary, shall be for and so as to enable such benefit to be paid to such person or his estate, as the case may be. Any benefits lost by reason of escheat under applicable state law shall also be forfeited, but shall not be subject to reinstatement.

9.6CORRECTION OF ERRORS. If any change in records or error results in any Participant being credited with or receiving from the Plan more or less than the person would have been entitled to had the records been correct or had the error not been made, the Stock Bonus Management Committee upon discovery of such error, shall adjust the contributions or transfer or payments, in such a manner as to correct the error as far as practicable. Any Plan Sponsor contribution made by mistake of fact shall be returned to the Plan Sponsor.

9.7EXCLUSIVE BENEFIT. Except as otherwise specifically provided in this Plan all contributions of the Plan Sponsor under the Plan shall be held and used for the exclusive purpose of providing benefits for Participants.

9.8LIABILITY OF PLAN SPONSOR. Notwithstanding any provision to the contrary in this Plan, the Plan Sponsor shall at all times remain liable to each Participant for the payment of any vested amounts distributable pursuant to the terms of this Plan to such Participant which are not so distributed in accordance with the terms of this Plan.

9.9PARTIAL INVALIDITY. If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision and this Plan shall be construed and enforced as if such provision had not been included.

ARTICLE X
ARBITRATION

10.1ARBITRATION. Any dispute arising under or related in any way to this Plan will be subject to mandatory and binding arbitration in accordance with the Arbitration Agreement you signed as part of your Associate’s Agreement with Aflac.
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STATE OF GEORGIA
COUNTY OF MUSCOGEE:


AMENDMENT TO EMPLOYMENT AGREEMENT

    THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of the 29th day of April, 2021, by and between Aflac Incorporated, a Georgia corporation, hereinafter referred to as “Corporation” or “Aflac” and Frederick J. Crawford, hereinafter referred to as “Employee.”

W I T N E S S E T H T H A T:

    WHEREAS Employee entered into an Employment Agreement, dated June 23, 2015, and effective June 30, 2015 (the “Employment Agreement”);

    WHEREAS under the Employment Agreement, Employee served as Executive Vice President, Chief Financial Officer;

    WHEREAS upon approval by the Compensation Committee of the Board of Directors, Employee serves as the President and Chief Operating Officer of Corporation;

    WHEREAS the Corporation and Aflac desire to amend the Employment Agreement, effective May 1, 2021, to reflect Employee’s new title, duties and compensation;

    NOW THEREFORE, the parties, for and in consideration of the mutual covenants and agreements hereinafter contacted, do contract and agree as follows, to-wit, effective as of May 1, 2021:

1.Section 1 of the Employment Agreement is amended to read as follows:

1.Purpose and employment. The purpose of this Amendment is to define the relationship between Corporation as an employer and Employee as an employee and President and Chief Operating Officer of Corporation.

2.Section 2 of the Employment Agreement is amended to read as follows:

2.Duties. Employee agrees to provide executive management services to Corporation and its subsidiaries and affiliates as President and Chief Operating Officer of Corporation on a full-time and exclusive basis; provided, however, nothing shall preclude Employee from engaging in charitable and community affairs or managing his own or his family’s personal investments.

3.Section 3 of the Employment Agreement is amended to read as follows:


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3.Performance. Employee agrees to devote all necessary time and his best efforts in the performance of his duties as President and Chief Operating Officer of Corporation on behalf of Corporation and its subsidiaries and affiliates.

4.Section 4 of the Employment Agreement is amended to read as follows:

4.Term. The term of employment under this Amendment shall begin May 1, 2021 and shall continue for a period of three (3) years until May 1, 2024, unless extended or sooner terminated as hereinafter provided. On an annual basis beginning effective May 1, 2022, the scheduled term of this Amendment shall be extended for successive one (1)-year periods unless written notice of termination is given prior to such annual date by one party to the other party that the Amendment will not be extended by its terms.

5.Section 5 of the Employment Agreement is amended to read as follows:

5.Base salary. For all the services rendered by Employee, Corporation shall pay Employee a base salary of $950,000.00 per year commencing May 1, 2021, said salary to be payable in accordance with Corporation’s normal payroll procedures. Employee’s base salary may be increased annually during the term of this Amendment and any extensions hereof as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee of the Board”).

6.Section 6 of the Employment Agreement is amended to read as follows:

6.     Documentation of increase in base salary. Any increase in base salary determined by the Compensation Committee of the Board under Paragraph 5 shall be documented in the Corporation’s records and communicated to Employee, as the Compensation Committee of the Board may determine in its sole discretion.

7.Section 7 of the Employment Agreement is amended to read as follows:

7.     Management Incentive Plan. In addition to the base salary paid to Employee in accordance with Paragraph 5, Corporation shall for each calendar year of Employee’s employment by Corporation, beginning with the calendar year 2021, pay Employee, as performance bonus compensation, an amount determined each year under Corporation’s current Management Incentive Plan (i.e., short-term incentive program) with a target level based on at least two hundred percent (200%) of base salary. Nothing in this Paragraph shall preclude Employee from receiving additional discretionary bonuses approved by the Chief Executive Officer or the Compensation Committee of the Board. Amounts payable to Employee under the Management Incentive Plan (or any successor or other executive bonus program) shall be payable in such manner, at such times and in such forms, as prescribed by the terms of the Management Incentive Plan (or successor or other program).

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8.A new subsection (iv) is added to Section 13.A(1) of the Employment Agreement to read as follows:

(1)    In the event such termination is for “good cause,” Corporation shall be obligated only to pay Employee his base salary earned under Paragraph 5 through his Actual Termination Date.

For purposes of this Agreement (including Paragraph 18 hereof), “good cause” shall mean: that, in the sole discretion of the Corporation’s Chief Executive Officer, any of the following have occurred or exist: (i) the willful and deliberate failure of Employee to substantially perform his executive and management duties hereunder for reasons other than Employee’s sickness, injury or disability; (ii) the willful and deliberate conduct by Employee which results in substantial injury or damage to Corporation; (iii) the conviction or plea of guilty by Employee of a felony crime; or (iv) the breach or threatened breach of any restrictive covenant obligations set forth in paragraph 15 of this Agreement.. A termination of Employee for “good cause” based on clause (i) or (ii) of the preceding sentence will take effect immediately, unless Corporation’s Chief Executive Officer, in his sole discretion, allows Employee a right to cure, in which case such termination for “good cause” will take effect thirty (30) days (or such shorter period as determined by the Chief Executive Officer) after Employee receives from Corporation written notice of its intent to terminate Employee’s employment and Corporation’s description of the alleged cause, unless Employee, in the opinion of the Corporation’s Chief Executive Officer, during such permitted cure period, makes significant progress toward remedying (and as soon as practicable thereafter, substantially completes the remedy of) the events or circumstances constituting “good cause”; a termination of Employee for “good cause” based on clause (iii) or (iv) of the preceding sentence will take effect immediately.

9.Section 13.B(1)(b) is amended to read as follows:

(b)    pay Employee an amount equal to any performance bonus compensation due him under Paragraph 7 of this Agreement for the period ending on the earlier of (i) the termination date stated in such written notice, or (ii) the last day of the calendar year in which written notice of termination is provided. The amount of said bonus, if any, will be paid to Employee pursuant to the terms and customary operations of the Management Incentive Program (or other applicable bonus program) except that Employee’s performance will be deemed at target while actual performance of Corporation will be applied, and will be calculated on a pro rata basis, using the number of days Employee was actually employed by Corporation during the calendar year in which Employee provides such written notice of termination, subject to Employee’s timely execution and non-revocation of a release as provided in subparagraph G of this Paragraph 13

10.Section 15.A of the Employment Agreement is amended to read as follows:

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A.    Covenant against competition. During employment and for a twenty-four (24)-month period after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18), Employee will not, on his own behalf, or on behalf of any other person or entity, compete with Aflac and its affiliated companies (the “Aflac Companies”) by providing in the Restricted Territory (as defined in subparagraph A(3) of this Paragraph 15) to any Competing Business (as defined in subparagraph A(2) of this Paragraph 15), services the same as or similar to those Employee provided to the Aflac Companies with respect to the Aflac Business (as defined in subparagraph A(1) of this Paragraph 15), during the twenty-four (24)-month period ending on his Actual Termination Date.

11.Section 15A(1) of the Employment Agreement is amended to read as follows:

(1)“Aflac Business” means the Aflac Companies’ insurance company business, third party administration business and limited health service business, which the Aflac Companies operate throughout the United States (including the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam) and throughout Japan, and which includes but is not limited to (i) the business of developing, underwriting, marketing, selling, issuing, reinsuring, administering and distributing individual and group voluntary insurance products, including accident, cancer and other specified diseases, dental, hospital confinement indemnity, hospital confinement sickness indemnity, hospital intensive care, life, annuities, lump sum cancer, lump sum cancer critical illness, specified health event, short term disability and vision; (ii) the business of developing, underwriting, marketing, selling, issuing, reinsuring, administering and distributing group term life, group accidental death and dismemberment, group short-term disability, and group long-term disability policies, and providing (a) administrative services only with respect to group life or disability income coverage and (b) absence management and leave administration services; (iii) the business of non risk-bearing and risk-bearing business provided to managed care entities and government sponsored plans including but not limited to Medicaid, Medicare Advantage, and Health Management Organizations including claims management, customer care, customer service, network development, utilization management, grievances and appeals handling, credentialing and HEDIS services provided to managed care entities and other associations; (iv) the offering of un-reimbursed medical, dependent care, and transportation flexible spending accounts; and (v) operating a private medical and insurance product exchange and similar enrollment services. “Aflac Business” will also include any additional insurance and reimbursement account products and services, which become part of the business conducted by the Aflac Companies, whether through acquisition and/or development, and in which or to which Employee has had direct exposure in his position with the Aflac Companies. Similarly, “Aflac Business” will not include any business operation, which formerly was part of the business conducted by the Aflac Companies and which ceased being a part thereof due to divestiture or discontinuation of that part of the business.


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12.Section 15.A(2) of the Employment Agreement is amended to read as follows:

(2)“Competing Business” means any person, concern or entity, which is engaged in, or conducts a business substantially the same as or similar to, the Aflac Business or any part thereof.


13.Section 15.B of the Employment Agreement is amended by deleting the entire section in its entirety and replacing it to read as follows:

B.     Nondisclosure of Confidential Information. Employee acknowledges that, in Employee’s position with Aflac, Employee obtained confidential business and proprietary information regarding Aflac and otherwise. For purposes of this Agreement, “Confidential Information” means any and all data and information, whether disclosed orally, in writing, by observation, or otherwise, relating to Aflac’s business of which Employee became aware as a consequence of, during, or through Employee’s employment with Aflac which is not generally known to Aflac’s competitors or the public and is subject to reasonable efforts to maintain its secrecy. Confidential Information covered by this Agreement does not have to be marked “Confidential” to be treated as such. Confidential Information may include, without limitation, information relating to Aflac’s designs; programs; methods; techniques; Information Technology operational plans, Information Technology system architecture; Information Technology security protocols; research and development; finances; actual or potential policyholder, payroll account and agent information and lists; pricing practices; marketing strategies; existing and future products and services; business plans and operations, whether written or otherwise, which is not common knowledge in Aflac’s industry or to the public. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public or its competitors by Aflac (except where such public disclosure has been made by Employee or another without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Employee agrees that all Confidential Information and all physical embodiments thereof are confidential to Aflac, and will remain Aflac’s sole and exclusive property. Employee warrants and agrees that following Employee’s last day of employment and for as long as the Confidential Information remains confidential (or would have remained confidential but for Employee’s violation of this provision), Employee will not directly or indirectly reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Confidential Information and will not take any action causing any Confidential Information to lose its character as Confidential Information.

14.New subsections C to G are added to Section 15 of the Employment Agreement to read as follows:


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C.    Nondisclosure of Trade Secrets. For purposes of this Agreement, Trade Secrets means any Confidential Information described above without regard to form which: (i) is not commonly known by or available to the public; (ii) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Employee agrees that all Trade Secrets and all physical embodiments thereof are confidential to Aflac and will remain Aflac’s sole and exclusive property. Employee warrants and agrees that until and unless such Trade Secrets lose their status as Trade Secrets through no fault, either directly or indirectly, of Employee, Employee will not reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Trade Secrets and will not take any action causing, or fail to take any action to prevent, any Trade Secret to lose its character as a Trade Secret. The Defend Trade Secrets Act of 2016 provides immunity from state and federal civil or criminal liability for Employee if Employee discloses a trade secret: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, but in either case only if the disclosure is solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed with a court in a lawsuit or other proceeding, if the filing of that document is made under seal, and any other disclosure of the trade secret Employee makes is only as allowed by the court.

D.    Work Made for Hire. Employee expressly acknowledges and agrees that all discoveries, inventions, processes, designs, plans, writings, creations, programs, product improvements, materials, Confidential Information, and Trade Secrets, whether of a technical nature or not, made or developed by Employee alone or in conjunction with any other person or entity during the course of Employee’s employment with Aflac, which relate to or affect the business of Aflac (“Work Made for Hire”), shall be the sole and exclusive property of Aflac. Employee expressly agrees to disclose and release all such Work Made for Hire and all information regarding the same to Aflac. Employee shall assign all rights, title, and interest in any such Work Made for Hire to Aflac. Employee agrees that Employee will not use or disclose Aflac’s Work Made for Hire to benefit a person or business that competes with Aflac, a client of Aflac, an individual or other entity, without the express, written permission of Aflac. Employee hereby irrevocably assigns all such Work Made for Hire to Aflac and agrees to execute and deliver promptly to Aflac such assignments and other written instruments, and to do such other acts as may be required to patent, copyright or otherwise protect such Work Made for Hire and to invest the entire right, title and interest in such Work Made for Hire in Aflac.

E.    Non-Solicitation of Customers and Distributors. Employee agrees that, during employment and for a twenty-four (24)-month period after Employee’s

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Actual Termination Date, Employee shall not, directly or indirectly, on behalf of any person or business, solicit, contact, or call upon any policyholder, customer, customer prospect, or distributor of Aflac, or any representative of the same, with a view toward the sale of or providing any service or product competitive with any service or product sold or provided by Aflac during Employee’s employment with Aflac. Provided, however, the restrictions set forth in this Section shall apply only to policyholders, customers, prospects, or distributors of Aflac, or representatives of the same, with which Employee had Material Contact during the last twenty-four (24) months of Employee’s employment with Aflac. For purposes of this provision, “Material Contact” means contact between Employee and a policyholder, customer, customer prospect or distributor: (1) with whom or which Employee dealt on behalf of Aflac; (2) whose dealings with Aflac were coordinated or supervised by Employee; (3) about whom Employee obtained Confidential Information in the ordinary course of business as a result of Employee’s employment with Aflac; or (4) who receives products or services authorized by Aflac, the sale or provision of which results or resulted in compensation, commissions, or earnings for Aflac within two (2) years prior to the Termination Date.

F.    Non-Solicitation of Employees and Associates. Employee agrees that, during employment and for a twenty-four (24)-month period after Employee’s Actual Termination Date, Employee shall not, directly or indirectly, solicit, recruit, or induce any employee, agent, or independent contractor of Aflac to terminate his or her engagement with Aflac so as to work for any Competing Business; provided however, that the restrictions set forth in this Section shall only apply to employees, agents, or independent contractors with whom Employee had contact during the last twenty-four (24) months of Employee's employment with Aflac.

G.    Non-disparagement. Employee agrees that Employee will not make any statements to policyholders, customers, and suppliers of Aflac or to other members of the public that are in any way disparaging or negative toward Aflac, its shareholders, directors, employees, agents, or Aflac’s products and services. This is not intended to preclude Employee from testifying truthfully in any case in a court of law or before an administrative agency, although Employee agrees that Employee will testify in such cases only if subpoenaed.


15.Section 16.B of the Employment Agreement is amended by deleting the first sentence thereof and replacing it to read as follows:

B.     Severability. Employee acknowledges and agrees that the restrictive covenants set forth in Paragraph 15 of this Agreement are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and confidential information of the Aflac Companies.

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16.Section 16.C of the Employment Agreement is amended by deleting the entire section thereof and replacing it to read as follows:

C.Injunctive Relief. If Employee breaches any of the Covenants, Employee agrees that: (a) Aflac would suffer irreparable harm; (b) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by Aflac; and (c) if Aflac seeks injunctive relief to enforce this Agreement, Employee shall waive and shall not (i) assert any defense that Aflac has an adequate remedy at law with respect to the breach, (ii) require that Aflac submit proof of the economic value of any Trade Secret or Confidential Information, or (iii) require Aflac to post a bond or any other security. Accordingly, in the event of a breach or a threatened breach by Employee of this Agreement, Aflac shall be entitled to an injunction in a court of law restraining Employee from such breach or threatened breach, as well as recovery of its costs and reasonable attorneys’ fees. Nothing herein shall be construed as prohibiting Aflac from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages from Employee as set forth in this Agreement.

17.Section 24 of the Employment Agreement is amended by deleting the entire section thereof and replacing it to read as follows:

24.     Governing Law and Forum. This Agreement shall be interpreted, construed and governed according to the laws of the State of Georgia. For any legal action brought in regard to this Agreement, which is not subject to arbitration as provided in Paragraph 23 or is brought to enforce the finding of the arbitrator, Employee hereby (i) submits to personal jurisdiction in the State of Georgia for any action arising out of or in connection with this Agreement; (ii) waives any and all personal rights under the laws of any state to object to jurisdiction within the State of Georgia; and (iii) agrees that for any cause of action, venue is solely proper in any state or federal court within Muscogee County, Georgia.

18.Except as specified herein, the Employment Agreement shall remain in full force and effect.
    


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IN WITNESS WHEREOF, Corporation has hereunto caused its name to be signed and its seal to be affixed by its duly authorized officers, and Employee has hereunto set his hand and seal, all being done in duplicate originals, with one original being delivered to each party as of the 29th day of April, 2021.


                            
AFLAC INCORPORATED
/s/ Frederick J. Crawford BY: /s/ Daniel P. Amos
Frederick J. Crawford DANIEL P. AMOS
Employee Chairman and Chief Executive Officer
/s/ Robin L. Blackmon ATTEST: /s/ J. Matthew Loudermilk
Witness J. MATTHEW LOUDERMILK
VP, Corporate Secretary


(Seal)

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STATE OF GEORGIA
COUNTY OF MUSCOGEE:


EMPLOYMENT AGREEMENT

    THIS AGREEMENT, made and entered into as of the 29th day of April, 2021, by and between Aflac Incorporated, a Georgia corporation, hereinafter referred to as “Corporation,” or “Aflac” and Max K. Brodén, hereinafter referred to as “Employee”;

W I T N E S S E T H T H A T:

    WHEREAS, Corporation and Employee desire to enter into an Employment Agreement and to set forth the terms and conditions of Employee’s employment by Corporation as its Executive Vice President, Chief Financial Officer and Treasurer;

    NOW, THEREFORE, the parties, for and in consideration of the mutual covenants and agreements hereinafter contained, do contract and agree as follows, to-wit:

    1.    Purpose and employment. The purpose of this Agreement is to define the relationship between Corporation as an employer and Employee as an employee and Executive Vice President, Chief Financial Officer and Treasurer of Corporation.

    2.    Duties. Employee agrees to provide executive management services to Corporation and its subsidiaries and affiliates as Executive Vice President, Chief Financial Officer and Treasurer of Corporation on a full-time and exclusive basis; provided, however, nothing shall preclude Employee from engaging in charitable and community affairs or managing his own or his family’s personal investments.

    3.    Performance. Employee agrees to devote all necessary time and his best efforts in the performance of his duties as Executive Vice President, Chief Financial Officer and Treasurer of Corporation on behalf of Corporation and its subsidiaries and affiliates.

    4.    Term. The term of employment under this Agreement shall begin May 1, 2021, and shall continue for a period of three (3) years until May 1, 2024, unless extended or sooner terminated as hereinafter provided. On an annual basis beginning effective May 1, 2022, the scheduled term of this Agreement shall be extended for successive one (1)-year periods unless written notice of termination is given prior to such annual date by one party to the other party that the Agreement will not be extended by its terms.

    5.    Base salary. For all the services rendered by Employee, Corporation shall pay Employee a base salary of $620,000.00 per year commencing May 1, 2021, said salary to be payable in accordance with Corporation’s normal payroll procedures. Employee’s base salary may be increased annually during the term of this Agreement and any extensions hereof as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee of the Board”).
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    6.    Documentation of increase in base salary. Any increase in base salary determined by the Compensation Committee of the Board under Paragraph 5 shall be documented in the Corporation’s records and communicated to Employee, as the Compensation Committee of the Board may determine in its sole discretion.

    7.    Management Incentive Plan. In addition to the base salary paid to Employee in accordance with Paragraph 5, Corporation shall for each calendar year of Employee's employment by Corporation, beginning with the calendar year 2021, pay Employee, as performance bonus compensation, an amount determined each year under Corporation’s current Management Incentive Plan (i.e., short-term incentive program) with a target level based on at least one hundred twenty five percent (125%) of base salary. Nothing in this Paragraph shall preclude Employee from receiving additional discretionary bonuses approved by the Chief Executive Officer or the Compensation Committee of the Board. Amounts payable to Employee under the Management Incentive Plan (or any successor or other executive bonus program) shall be payable in such manner, at such times and in such forms, as prescribed by the terms of the Management Incentive Plan (or successor or other program).

    8.    Employee benefits. Employee shall be eligible to participate with other employees of Corporation in all fringe benefit programs applicable to similarly situated employees generally which may be authorized and adopted from time to time by the Board, including without limitation: a qualified 401(k) and profit sharing plan, Corporation’s Executive Deferred Compensation Plan (“the EDCP”) and any other nonqualified deferred compensation plan, a disability income or sick pay plan, an accident and health plan (including medical reimbursement and hospitalization and major medical benefits), and a group life insurance plan. In addition, Corporation shall furnish to Employee such other “fringe” or employee benefits as are provided to similarly-situated key executive employees of Corporation and such additional employee benefits which the Compensation Committee of the Board or the Corporation’s Chief Executive Officer shall determine to be appropriate to Employee's duties and responsibilities as Executive Vice President, Chief Financial Officer and Treasurer of Corporation, including, without limitation, reimbursement of legal and accounting expenses incurred by Employee in connection with the preparation of his employment or other agreements with Corporation and any expenses for legal, accounting or financial services incurred by Employee in connection with his employment. Any reimbursements made pursuant to the preceding sentence shall be paid as soon as practicable but no later than ninety (90) days after Employee submits evidence of such expenses to Corporation (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred). The amount of such reimbursements during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any such benefits shall not be subject to liquidation or exchange for another benefit.

    9.    Equity award plans. Employee shall be eligible to be awarded stock options, restricted stock awards, and other equity awards (collectively, “Equity Awards”) to purchase Corporation's common stock under Corporation's Long-Term Incentive Plans for selected key employees and directors during the term of this Agreement.

    10.    Working facilities and expenses. Employee shall be provided with an office, books, periodicals, stenographic and technical help, ground and air transportation, and such other facilities,
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equipment, supplies and services suitable to his position and adequate for the performance of his duties. Corporation shall pay Employee’s fees and dues in such social and country clubs, civic clubs and business societies and associations as shall be appropriate in facilitating Employee’s job performance and in the best interest of Corporation. Corporation shall also pay all appropriate business liability insurance and any business licenses and fees pertaining to the services rendered by Employee hereunder.

    Employee is encouraged and is expected, from time to time, to incur reasonable expenses for promoting the business of Corporation, including expenses for social and civic club memberships and participation, entertainment, travel and other activities associated with Employee’s duties. The cost of all such activities shall be the expenses of Corporation unless the Compensation Committee of the Board shall determine in advance that any such expense of Employee should be paid by Employee.

    Any expense reimbursements made to satisfy the terms of this Paragraph 10 shall be paid as soon as practicable but no later than ninety (90) days after Employee submits evidence of such expenses to Corporation (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred). The amount of such reimbursements during any calendar year shall not affect the benefits provided in any other calendar year, and the right to any benefits under this Paragraph shall not be subject to liquidation or exchange for another benefit.

    11.    Vacation. Employee shall be entitled to vacation time with pay during each calendar year in accordance with Corporation's vacation policy for senior executive employees. In addition, Employee shall be entitled to such holidays as Corporation shall recognize for its employees generally.

    12.    Sickness and total disability. Employee’s absence from work because of sickness or accident (not resulting in Employee becoming “totally disabled,” as that term is hereinafter defined) shall not result in any adjustment in Employee’s compensation or other benefits under this Agreement.

    Should Employee become totally disabled as a result of sickness or accident and unable to adequately perform his regular duties prescribed under this Agreement, his base salary (which shall continue to be adjusted as provided for in Paragraph 5), together with incentive bonuses under Corporation's Management Incentive Plan and his participation in Corporation's employee benefit programs and retirement plan shall continue without reduction except as hereinafter provided, during the continuance of such disability for a period not exceeding the earlier of (1) the end of the term of this Agreement or any extension hereof, or (2) a period of one and one-half (1-1/2) years (547 calendar days) for each continuous disability. Payments pursuant to this Paragraph 12 shall be reduced by any amounts paid to Employee during any such period of disability from time to time under any disability programs, plans or policies maintained by Corporation, its subsidiaries or affiliates.

    Should Employee’s total disability continue for a period beyond the end of the term of this Agreement or in excess of five hundred and forty-seven (547) calendar days, this Agreement shall, at
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the end of such period which first occurs, be automatically terminated. If, however, prior to such time, Employee’s total disability shall have ceased and he shall have resumed the adequate performance of his duties hereunder, this Agreement shall continue in full force and effect and Employee shall be entitled to continue his employment hereunder and to receive his full compensation and other benefits as though he had not been disabled; provided, however, unless Employee shall adequately perform his duties hereunder for a continuous period of at least sixty (60) calendar days following a period of total disability before Employee again becomes totally disabled, he shall not be entitled to start a new five hundred and forty-seven (547)-day period under this Paragraph, but instead may only continue under the remaining portion of the original five hundred and forty-seven (547)-day period of total disability. In the event Employee shall not adequately perform his duties hereunder for a continuous period of at least sixty (60) calendar days following a period of total disability, the running of the original five hundred and forty-seven (547)-day period shall cease during the time of Employee's adequate performance of his duties hereunder before Employee again becomes totally disabled.

    If, following Employee’s becoming totally disabled, this Agreement shall be terminated (as provided in the preceding paragraph) and Employee’s employment with Corporation terminated, Employee shall be one hundred percent (100%) vested in any employer contributions under the EDCP.

    For the purpose of this Agreement, the term “totally disabled” or “total disability” shall mean Employee’s inability to adequately perform his executive and management duties hereunder on account of accident or illness. It is understood that Employee’s occasional sickness or other incapacity of short duration may not result in him being or becoming “totally disabled”; however, such illness or incapacity could constitute Employee’s being or becoming “totally disabled” if such illness or incapacity is prolonged or recurring.

    13.    Termination of employment.

        A.    Termination by Corporation. The Corporation’s Chief Executive Officer may terminate this Agreement and Employee’s employment (the date thereof being referred to as his “Actual Termination Date”), at any time, with or without “good cause” (“good cause” being hereinafter defined), (i) immediately upon giving written notice to Employee of his termination for “good cause,” and (ii) by giving at least thirty (30) days’ written notice to Employee of Corporation’s intention to terminate Employee’s employment without “good cause”; provided, however, with respect to termination without “good cause,” Corporation may, at its selection, terminate Employee’s actual employment (so that Employee no longer renders services on behalf of Corporation) at any time during said thirty (30) day period; and,

(1)    In the event such termination is for “good cause,” Corporation shall be obligated only to pay Employee his base salary earned under Paragraph 5 through his Actual Termination Date.

For purposes of this Agreement (including Paragraph 18 hereof), “good cause” shall mean: that, in the sole discretion of the Corporation’s Chief Executive Officer, any of the following have occurred or exist: (i) the willful and deliberate failure of Employee to substantially perform his executive and
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management duties hereunder for reasons other than Employee’s sickness, injury or disability; (ii) the willful and deliberate conduct by Employee which results in substantial injury or damage to Corporation; (iii) the conviction or plea of guilty by Employee of a felony crime; or (iv) the breach or threatened breach of any restrictive covenant obligations set forth in Paragraph 15 of this Agreement. A termination of Employee for “good cause” based on clause (i) or (ii) of the preceding sentence will take effect immediately, unless Corporation’s Chief Executive Officer, in his sole discretion, allows Employee a right to cure, in which case such termination for “good cause” will take effect thirty (30) days (or such shorter period as determined by the Chief Executive Officer) after Employee receives from Corporation written notice of its intent to terminate Employee’s employment and Corporation’s description of the alleged cause, unless Employee, in the opinion of the Corporation’s Chief Executive Officer, during such permitted cure period, makes significant progress toward remedying (and as soon as practicable thereafter, substantially completes the remedy of) the events or circumstances constituting “good cause”; a termination of Employee for “good cause” based on clause (iii) or (iv) of the preceding sentence will take effect immediately.

(2)    In the event such termination is without “good cause,” as defined in subparagraph (1) of this Paragraph and, if applicable, subject to the terms of Paragraph 18, and if Employee timely signs and does not revoke a release as provided in subparagraph G of this Paragraph 13, Corporation shall be obligated to:

(a)    upon Employee’s separation from service, pay Employee his base salary as provided for in Paragraph 5 of this Agreement up to the end of the scheduled term of this Agreement. Such amount, if any, payable under this subparagraph (a) for the period after his Actual Termination Date will be paid in accordance with the regular payroll schedule applicable to all other similarly-situated active executive employees of Corporation commencing with the next regularly scheduled payday, with any portion of such amount that is payable within the six (6)-month period beginning on the date of his separation from service being paid in a lump sum upon the day after the six (6)-month anniversary of his separation from service;

(b)    pay Employee an amount equal to a portion of his performance bonus compensation as provided for in Paragraph 7 of this Agreement prorated based on the number of days through the end of the scheduled term of this Agreement. The amount of such bonus payable under this subparagraph (b), if any, will be paid to Employee pursuant to the terms and customary operations of the Management Incentive Program (or other applicable bonus program) except that Employee’s performance will be deemed to be at target while actual performance of Corporation will be applied; provided, if the scheduled term of this Agreement ends after the calendar year in which the notice of termination is given, (i) the bonus payment for the calendar year in which such notice is given (and any other full calendar year that ends before the scheduled term of this Agreement ends) will be paid without any proration; and (ii) the amount of the bonus payment for the calendar year in which the scheduled term of this Agreement ends will be calculated on a pro rata basis, using the number of days elapsed during such calendar year through the end of the scheduled term of this Agreement, and will be paid upon Employee’s separation from
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service in a lump sum between January 1 and March 15, inclusive, of the calendar year following the calendar year in which the scheduled term of this Agreement ends or, if later, upon the day after the six (6)-month anniversary of his separation from service;

(c)    continue to honor all Equity Awards, subject to the terms thereof, granted to Employee prior to the termination date stated in said written notice, all of said options to be or become fully vested as of the termination date stated in said written notice; provided, any Equity Awards that vest based on performance will remain subject to the applicable performance criteria, and Employee’s performance will be deemed to be at target while actual vesting based on performance of Corporation will be applied in the manner and at the time provided in the agreements for such Equity Awards;

(d)    upon Employee’s separation from service, continue to pay or provide to Employee all of the retirement, health, life and disability benefits, as are provided for in this Agreement or under any programs, plans or policies covering Employee at the time of any such notice of termination, up to the end of the scheduled term of this Agreement.

Notwithstanding the foregoing, after Employee’s Actual Termination Date, Employee shall not actively participate in any retirement plan qualified under Code Section 401(a), any employee stock purchase plan under Code Section 423, any fully insured benefit for which the insurer does not allow post-employment participation, or any other plan or benefit (other than Corporation’s self-insured group health plan) that Corporation or the third-party insurer of such benefit reasonably determines is not suitable or available for post-employment participation. In such event, Employee shall be entitled to the benefits described in the next succeeding paragraph, to the extent applicable, up to the end of the scheduled term of this Agreement.
(i)    After Employee’s Actual Termination Date, Employee shall no longer actively participate in the Aflac Incorporated 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”). Corporation shall pay to Employee an amount equal to the dollar amount of matching contributions, if any, that would have been made to Employee’s account(s) under the 401(k) Plan if Employee had continued to actively participate in such plan for the period from Employee’s Actual Termination Date through the end of the scheduled term of this Agreement, and had made Employee deferrals at the deferral rate necessary to receive the maximum matching contribution (if any) available to him under the terms of the 401(k) Plan with such amount being calculated as if Employee’s compensation and the limits applicable under the 401(k) plan all remained at the levels in effect as of the date the notice of termination is given. This payment shall be made to Employee in a lump sum upon the day after the six (6)-month anniversary of his separation from service.
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(ii)    Upon Employee’s separation from service, Corporation shall allow Employee to continue to participate in Corporation’s group health plan for the remainder of the stated term of this Agreement as if he remained an active employee; provided, Employee pays the full premium cost for such coverage; and provided further, Corporation shall reimburse Employee for the employer portion of the cost of such coverage (such that Employee shall pay in net terms only the active employee cost of such coverage) within sixty (60) days after the end of each calendar month in which Employee maintains such coverage.

B.    Termination by Employee. Employee may terminate this Agreement at any time by giving at least sixty (60) days’ written notice to Corporation of his intention to terminate his employment;

(1)    in the event such termination by Employee shall be without “good reason” (as defined in Paragraph 18 hereof) and with a bona fide intent either (i) to retire or (ii) not to work in, or engage in a business or activity that would be in a Competing Business (as defined in Paragraph 15) that would violate the covenant against competition as set forth in Paragraph 15, Corporation shall be obligated to:

(a)    pay Employee his base salary due him under Paragraph 5 of this Agreement up to his Actual Termination Date;

(b)    pay Employee an amount equal to any performance bonus compensation due him under Paragraph 7 of this Agreement for the period ending on the earlier of (i) the termination date stated in such written notice, or (ii) the last day of the calendar year in which written notice of termination is provided. The amount of said bonus, if any, will be paid to Employee pursuant to the terms and customary operations of the Management Incentive Program (or other applicable bonus program) except that Employee’s performance will be deemed at target while actual performance of Corporation will be applied, and will be calculated on a pro rata basis, using the number of days Employee was actually employed by Corporation during the calendar year in which Employee provides such written notice of termination, subject to Employee’s timely execution and non-revocation of a release as provided in subparagraph G of this Paragraph 13;

(c)    continue to honor all Equity Awards, subject to the terms thereof, which have been granted to Employee and are fully vested prior to the termination date stated in said written notice;

(d)    pay Employee retirement benefits as are provided for in the EDCP.

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(2)    In the event such termination by Employee shall be for “good reason” (as defined in Paragraph 18 hereof), and if Employee timely signs and does not revoke a release as provided in subparagraph G of this Paragraph 13, Corporation shall be obligated to provide Employee with the payments, benefits and rights in a manner, at such times and in such forms as specified in subparagraphs A(2)(a)-(d) of this Paragraph 13.

(3)    In the event (i) such termination by Employee shall be without “good reason” (as defined in Paragraph 18 hereof) and (ii) Corporation determines that Employee’s post-employment activities violate, or will be in violation of, the Covenants of Paragraphs 15 and/or 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph.

(a)    subject to Corporation’s rights under Paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under Paragraph 5 of this Agreement up to his Actual Termination Date;

(b)    Subject to Corporation’s rights under Paragraphs 15 and 16 hereof, Corporation shall continue to honor all Equity Awards, subject to the terms thereof, which have been granted to Employee and are fully vested prior to the termination date stated in said written notice.

C.    Termination while disabled. If Employee is totally disabled at the time any such notice of termination is given, then notwithstanding the provisions of this Paragraph 13, Corporation shall nevertheless continue to pay Employee, as his sole compensation hereunder, the compensation and other benefits for the remaining period of Employee's total disability as provided for in Paragraph 12 hereinabove. It is understood that in no event shall such disabled Employee be entitled to compensation under this Paragraph 13 in addition to the continuation of his compensation under Paragraph 12.

D.    Cooperation After Notice of Termination. Following any such notice of termination, Employee shall fully cooperate with Corporation in all matters relating to the winding up of his pending work on behalf of Corporation and the orderly transfer of any such pending work to other employees of Corporation as may be designated by the Corporation’s Chief Executive Officer; and to that end, Corporation shall be entitled to full-time services of Employee through his Actual Termination Date and such full-time or part-time services of Employee as Corporation may reasonably require during all or any part of the sixty (60)-day period that follows his Actual Termination Date; provided, the parties acknowledge that, depending on the level of services so required, the provision of such services may delay the timing of Employee’s separation from service.

E.    Separation from Service. The term “separation from service” when used in this Agreement shall mean that Employee separates from service with Corporation and all affiliates, as defined in Code Section 409A and guidance issued thereunder (“Section 409A”). As a general overview of Section 409A’s definition of “separation from service”, an employee separates from service if the employee dies, retires, or otherwise has a termination of employment with all affiliates, determined in accordance with the following:

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(1)    Leaves of Absence. The employment relationship is treated as continuing intact while the employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the employee retains a right to reemployment with an affiliate under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only while there is a reasonable expectation that the employee will return to perform services for an affiliate. If the period of leave exceeds six (6) months and the employee does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the employee to be unable to perform the duties of his or his position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period.

(2)    Status Change. Generally, if an employee performs services both as an employee and an independent contractor, the employee must separate from service both as an employee and as an independent contractor pursuant to standards set forth in Treasury Regulations to be treated as having a separation from service. However, if an employee provides services to affiliates as an employee and as a member of the Board of Directors, the services provided as a director are not taken into account in determining whether the employee has a separation from service as an employee for purposes of this Agreement.

(3)    Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the employer and the employee reasonably anticipate that (A) no further services will be performed after a certain date, or (B) the level of bona fide services the employee will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period. Facts and circumstances to be considered in making this determination include, but are not limited to, whether the employee continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly-situated service providers have been treated consistently, and whether the employee is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which an employee is on a paid bona fide leave of absence and has not otherwise terminated employment as described in subparagraph (1) above, for purposes of this subparagraph, the employee is treated as providing bona fide services at a level equal to the level of services that the employee would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which an employee is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (including for purposes of determining the applicable thirty-six (36)-month period).

F.    Separate Payments. Each payment made to Employee pursuant to this Paragraph 13 or Paragraph 18 shall be treated as a separate payment for purposes of Code Section 409A.
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    G.    Release Requirement. As a condition to Employee receiving any pay or benefits under subparagraph A(2) or B(2) of this Paragraph 13 or under Paragraph 18 (as applicable), Employee must sign (and not revoke) a written release agreement (“Release”) containing any terms specified by Corporation for (i) Employee’s release of Corporation and its affiliates from all claims arising from Employee’s employment or termination, (ii) Employee’s non-revocation of that release during the seven (7)-day period applicable to age-based claims, and (iii) Employee’s promise to comply with specified confidentiality, noncompetition and/or non-solicitation provisions. Corporation will terminate Employee’s eligibility for severance pay and benefits if he fails to sign, if he revokes, or if he fails to follow the terms of this Release and if it is not signed and returned to Corporation within the earlier of (i) the deadline specified by Corporation or (ii) sixty (60) days after Employee’s Actual Termination Date (or Termination Date for purposes of Paragraph 18). Employee must sign the Release after his Actual Termination Date (or Termination Date for purposes of Paragraph 18). In the event that any payment under subparagraph A(2) or B(2) of this Paragraph 13 or under Paragraph 18 (as applicable) is not exempt from Code Section 409A, the payment timing is based on the signing of this Release, and the period in which Employee could timely sign and return the release spans two (2) calendar years, such payment shall in all events be made in the second such calendar year. Notwithstanding the foregoing, if the payment timing of any portion of payments or benefits, which rely solely on the short-term deferral rule to be exempt from Code Section 409A, would be delayed beyond the short-term deferral rule period due to Employee’s late signing of the Release, such portion shall be forfeited.
    14.    Death of Employee. In the event of Employee’s death during the term of this agreement or any extension hereof, this Agreement shall terminate immediately, and Employee's estate shall be entitled to receive terminal pay in an amount equal to the amount of Employee's base salary and any performance bonus compensation actually paid by Corporation to Employee during the last thirty-six (36) months of his life, said terminal pay to be paid in thirty-six (36) equal monthly installments beginning on the first day of the month next following the month during which Employee’s death occurs. If the Employee’s death occurs before he has been employed for thirty-six (36) months, the terminal pay shall be based on an amount equal to the Employee's base salary and any performance bonus actually paid by Corporation to Employee during the period of his employment plus the amount of base salary and performance bonus the Employee would have been paid had he survived for the full initial thirty-six (36)-month period. Terminal pay as herein provided for in this Paragraph shall be in addition to amounts otherwise receivable by Employee or his estate under this or any other agreements with Corporation or under any employee benefits or retirement plans established by Corporation and in which Employee is participating at the time of his death. Upon his death, Employee shall be one hundred percent (100%) vested in any employer contributions under the EDCP. In addition, Corporation shall honor all Equity Awards, subject to the terms thereof, granted to Employee prior to his death; and Employee or his estate shall, if not otherwise vested, become fully vested in said options as of the date of Employee's death.

15.    Covenants not to compete and not to disclose confidential information and trade secrets.

A.    Covenant against competition. During employment and for a twelve (12)-month period after Employee’s Actual Termination Date (or Termination Date for purposes of
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Paragraph 18), Employee will not, on his own behalf, or on behalf of any other person or entity, compete with Aflac and its affiliated companies (the “Aflac Companies”) by providing in the Restricted Territory (as defined in subparagraph A(3) of this Paragraph 15) to any Competing Business (as defined in subparagraph A(2) of this Paragraph 15), services the same as or similar to those Employee provided to the Aflac Companies with respect to the Aflac Business (as defined in subparagraph A(1) of this Paragraph 15), in circumstances in which Employee’s responsibilities and duties are substantially similar to those performed by him during the twenty-four (24)-month period ending on his Actual Termination Date.

(1)“Aflac Business” means the Aflac Companies’ insurance company business, third party administration business and limited health service business, which the Aflac Companies operate throughout the United States (including the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam) and throughout Japan, and which includes but is not limited to (i) the business of developing, underwriting, marketing, selling, issuing, reinsuring, administering and distributing individual and group voluntary insurance products, including accident, cancer and other specified diseases, dental, hospital confinement indemnity, hospital confinement sickness indemnity, hospital intensive care, life, annuities, lump sum cancer, lump sum cancer critical illness, specified health event, short term disability and vision; (ii) the business of developing, underwriting, marketing, selling, issuing, reinsuring, administering and distributing group term life, group accidental death and dismemberment, group short-term disability, and group long-term disability policies, and providing (a) administrative services only with respect to group life or disability income coverage and (b) absence management and leave administration services; (iii) the business of non risk-bearing and risk-bearing business provided to managed care entities and government sponsored plans including but not limited to Medicaid, Medicare Advantage, and Health Management Organizations including claims management, customer care, customer service, network development, utilization management, grievances and appeals handling, credentialing and HEDIS services provided to managed care entities and other associations; (iv) the offering of un-reimbursed medical, dependent care, and transportation flexible spending accounts; and (v) operating a private medical and insurance product exchange and similar enrollment services. “Aflac Business” will also include any additional insurance and reimbursement account products and services, which become part of the business conducted by the Aflac Companies, whether through acquisition and/or development, and in which or to which Employee has had direct exposure in his position with the Aflac Companies. Similarly, “Aflac Business” will not include any business operation, which formerly was part of the business conducted by the Aflac Companies and which ceased being a part thereof due to divestiture or discontinuation of that part of the business.

(2)“Competing Business” means any person, concern or entity, which is engaged in, or conducts a business substantially the same as or similar to, the Aflac Business or any part thereof.

(3)“Restricted Territory” means the area within the United States (including the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam and Northern Ireland) and Japan.

B.    Nondisclosure of Confidential Information. Employee acknowledges that, in Employee’s position with Aflac, Employee obtained confidential business and proprietary
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information regarding Aflac and otherwise. For purposes of this Agreement, “Confidential Information” means any and all data and information, whether disclosed orally, in writing, by observation, or otherwise, relating to Aflac’s Business of which Employee became aware as a consequence of, during, or through Employee’s employment with Aflac which is not generally known to Aflac’s competitors or the public and is subject to reasonable efforts to maintain its secrecy. Confidential Information covered by this Agreement does not have to be marked “Confidential” to be treated as such. Confidential Information may include, without limitation, information relating to Aflac’s designs; programs; methods; techniques; Information Technology operational plans, Information Technology system architecture; Information Technology security protocols; research and development; finances; actual or potential policyholder, payroll account and agent information and lists; pricing practices; marketing strategies; existing and future products and services; business plans and operations, whether written or otherwise, which is not common knowledge in Aflac’s industry or to the public. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public or its competitors by Aflac (except where such public disclosure has been made by Employee or another without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Employee agrees that all Confidential Information and all physical embodiments thereof are confidential to Aflac, and will remain Aflac’s sole and exclusive property. Employee warrants and agrees that following Employee’s last day of employment and for as long as the Confidential Information remains confidential (or would have remained confidential but for Employee’s violation of this provision), Employee will not directly or indirectly reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Confidential Information and will not take any action causing any Confidential Information to lose its character as Confidential Information.
C.    Nondisclosure of Trade Secrets. For purposes of this Agreement, Trade Secrets means any Confidential Information described above without regard to form which: (i) is not commonly known by or available to the public; (ii) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Employee agrees that all Trade Secrets and all physical embodiments thereof are confidential to Aflac and will remain Aflac’s sole and exclusive property. Employee warrants and agrees that until and unless such Trade Secrets lose their status as Trade Secrets through no fault, either directly or indirectly, of Employee, Employee will not reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Trade Secrets and will not take any action causing, or fail to take any action to prevent, any Trade Secret to lose its character as a Trade Secret. The Defend Trade Secrets Act of 2016 provides immunity from state and federal civil or criminal liability for Employee if Employee discloses a trade secret: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, but in either case only if the disclosure is solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed with a court in a lawsuit or other proceeding, if the filing of that document is made under seal, and any other disclosure of the trade secret Employee makes is only as allowed by the court.
D.    Work Made for Hire. Employee expressly acknowledges and agrees that all discoveries, inventions, processes, designs, plans, writings, creations, programs, product
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improvements, materials, Confidential Information, and Trade Secrets, whether of a technical nature or not, made or developed by Employee alone or in conjunction with any other person or entity during the course of Employee’s employment with Aflac, which relate to or affect the business of Aflac (“Work Made for Hire”), shall be the sole and exclusive property of Aflac. Employee expressly agrees to disclose and release all such Work Made for Hire and all information regarding the same to Aflac. Employee shall assign all rights, title, and interest in any such Work Made for Hire to Aflac. Employee agrees that Employee will not use or disclose Aflac’s Work Made for Hire to benefit a person or business that competes with Aflac, a client of Aflac, an individual or other entity, without the express, written permission of Aflac. Employee hereby irrevocably assigns all such Work Made for Hire to Aflac and agrees to execute and deliver promptly to Aflac such assignments and other written instruments, and to do such other acts as may be required to patent, copyright or otherwise protect such Work Made for Hire and to invest the entire right, title and interest in such Work Made for Hire in Aflac.
E.    Non-Solicitation of Customers and Distributors. Employee agrees that, during employment and for a twenty-four (24)-month period after Employee’s Actual Termination Date, Employee shall not, directly or indirectly, on behalf of any person or business, solicit, contact, or call upon any policyholder, customer, customer prospect, or distributor of Aflac, or any representative of the same, with a view toward the sale of or providing any service or product competitive with any service or product sold or provided by Aflac during Employee’s employment with Aflac. Provided, however, the restrictions set forth in this Section shall apply only to policyholders, customers, prospects, or distributors of Aflac, or representatives of the same, with which Employee had Material Contact during the last twenty-four (24) months of Employee’s employment with Aflac. For purposes of this provision, “Material Contact” means contact between Employee and a policyholder, customer, customer prospect or distributor: (1) with whom or which Employee dealt on behalf of Aflac; (2) whose dealings with Aflac were coordinated or supervised by Employee; (3) about whom Employee obtained Confidential Information in the ordinary course of business as a result of Employee’s employment with Aflac; or (4) who receives products or services authorized by Aflac, the sale or provision of which results or resulted in compensation, commissions, or earnings for Aflac within two (2) years prior to the Termination Date.
F.    Non-Solicitation of Employees and Associates. Employee agrees that, during employment and for a twenty-four (24)-month period after Employee’s Actual Termination Date, Employee shall not, directly or indirectly solicit, recruit, or induce any employee, agent, or independent contractor of Aflac to terminate his or her engagement with Aflac so as to work for any Competing Business; provided however, that the restrictions set forth in this Section shall only apply to employees, agents, or independent contractors with whom Employee had contact during the last twenty-four (24) months of Employee’s employment with Aflac.
G.    Non-disparagement. Employee agrees that Employee will not make any statements to policyholders, customers, and suppliers of Aflac or to other members of the public that are in any way disparaging or negative toward Aflac, its shareholders, directors, employees, agents, or Aflac’s products and services. This is not intended to preclude Employee from testifying truthfully in any case in a court of law or before an administrative agency, although Employee agrees that Employee will testify in such cases only if subpoenaed

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16.    Enforcement of restrictive covenants.

A.Blue Penciling. The parties agree that if any court finds that any provision in Paragraph 15 or this Paragraph 16 is overly broad such that it is unenforceable under applicable state law, the court may reform that provision to narrow its scope to the extent necessary to render it enforceable.

B.Severability. Employee acknowledges and agrees that the restrictive covenants set forth in Section 15 of this Agreement are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and confidential information of the Aflac Companies. The parties agree that the invalidity or unenforceability of any one or more of such covenants, other provisions, or parts thereof (collectively the “Covenants”) will not affect the validity or enforceability of the other Covenants, all of which are inserted conditionally on their being valid in law. In the event one or more Covenants contained herein are ruled invalid (after application of subparagraph A of this Paragraph), this Agreement will be construed as if such invalid Covenant had not been inserted. The parties hereto agree that the Covenants contained in this Agreement are severable and divisible; that none of such Covenants depends on any other Covenant for its enforceability; that such Covenants constitute enforceable obligations between the parties; that each such Covenant will be construed as an agreement independent of any other Covenant of this Agreement; and that the existence of any claim or cause of action by one party to this Agreement against the other party to this Agreement, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by any party to this Agreement of any such Covenant.

C.Injunctive Relief. If Employee breaches any of the Covenants, Employee agrees that: (a) Aflac would suffer irreparable harm; (b) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by Aflac; and (c) if Aflac seeks injunctive relief to enforce this Agreement, Employee shall waive and shall not (i) assert any defense that Aflac has an adequate remedy at law with respect to the breach, (ii) require that Aflac submit proof of the economic value of any Trade Secret or Confidential Information, or (iii) require Aflac to post a bond or any other security. Accordingly, in the event of a breach or a threatened breach by Employee of this Agreement, Aflac shall be entitled to an injunction in a court of law restraining Employee from such breach or threatened breach, as well as recovery of its costs and reasonable attorneys’ fees. Nothing herein shall be construed as prohibiting Aflac from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages from Employee as set forth in this Agreement.

D.Claim for Damages. Employee acknowledges that, in addition to seeking injunctive relief, any of the Aflac Companies may bring a cause of action against him for any and all losses, liabilities, damages, deficiencies, costs (including, without limitation, court costs), and expenses (including, without limitation, reasonable attorneys’ fees), incurred by the Aflac Companies and arising out of or due to my breach of any Covenant or agreement contained in Paragraph 15. Notwithstanding anything herein to the contrary, the breach of any Covenant will cause Employee to forfeit any and all payments otherwise due under Paragraph 13, and Employee agrees to repay to the Aflac Companies any amount already paid under such applicable subparagraph.
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E.Survival. Paragraph 15 and this Paragraph 16, to the extent applicable, will survive the termination of this Agreement and Employee’s employment. In addition, neither the termination of this Agreement nor Employee’s employment will terminate any other obligations or rights that, by the specific terms of this Agreement, extend beyond such termination.
    17.    Right to acquire insurance. If Employee shall terminate his employment hereunder for any reason other than death, he may, at his election, acquire any insurance policies upon his life owned by the Corporation by giving written notice of his election to Corporation within ninety (90) days after his termination of employment. Such policies shall be transferred to the Employee upon his payment to Corporation of the then interpolated terminal reserve value of said insurance. In the event any policies transferred to Employee as herein provided shall not have an interpolated terminal reserve value, then the amount to be paid by Employee shall be its then fair market value.

    18.    Change in control.

A.    In general. In the event there is a Change in Control (as defined in this Paragraph) of Corporation, this Agreement shall, in order to help eliminate the uncertainties and concerns which may arise at such time, be automatically extended upon all of the same terms and provisions contained herein, for an additional period of three (3) years, beginning on the first day of the month during which such Change in Control shall occur.

B.    Notwithstanding the term of subparagraph A(2) and (B)(2) of Paragraph 13, and in lieu of the obligations of the Corporation under such paragraph, if, after a Change in Control Employee's employment is terminated by Corporation without “good cause” (as defined in Paragraph 13), or is terminated by Employee for “good reason” (as defined in Paragraph 18), any such termination by Corporation to be made only in accordance with the requirements specified by Paragraph 13.A, Employee shall be entitled to the following if Employee timely signs and does not revoke a release as provided in subparagraph G of Paragraph 13:

(1)    In a manner, at such times and in such forms as provided in Paragraph 13.A(1) Corporation shall pay Employee’s full base salary to Employee through the date of termination stated in Corporation’s written notice required pursuant to Paragraph 13.A hereof (hereinafter in this Paragraph the “Termination Date”) at the rate in effect on the date such notice is given and, additionally, shall pay Employee all compensation and benefits payable to Employee under the terms of any compensation or benefit plan, program or arrangement maintained by Corporation during such period through the Termination Date.

(2)    The Corporation shall pay Employee all compensation and benefits due Employee under Corporation’s retirement, insurance and other compensation or benefit plans, programs of arrangements as such payments become due. The amount of such compensation and benefits shall be determined under, and paid in accordance with, Corporation’s retirement, insurance and other compensation or benefit plans, programs and arrangements.

(3)    In lieu of any further salary payments to Employee for periods subsequent to the Termination Date, the Corporation shall pay to Employee, immediately after the
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Termination Date, a lump sum payment, in cash, equal to three (3) times the sum of (i) Employee’s annual base salary in effect immediately prior to the Change in Control and (ii) the higher of the amount paid to Employee pursuant to the Corporation’s Management Incentive Plan (or any successor plan thereto) for the year preceding the year in which the Termination Date occurs or paid in the year preceding the year in which the Change in Control occurs; provided, if Employee’s separation from service occurs more than twenty-four (24) months after the Change in Control, only the portion of such lump-sum severance payment in excess of the total amount that would have been payable under Paragraphs 13.A(2)(a) and (b) shall be paid pursuant to the terms hereinabove, and the remainder shall be paid pursuant to the terms of Paragraphs 13.A(2)(a) and (b) as if no Change in Control had occurred; and, provided further, such amount will be paid upon the day after the six (6)-month anniversary of Employee’s separation from service; provided further, if upon his Termination Date Employee has attained his Maximum Retirement Benefit Date, no amount shall be payable under this subparagraph 3.

(4)    The Corporation shall pay to Employee, immediately after the Termination Date, a lump sum amount, in cash, equal to a pro rata portion (based on the number of days Employee is an employee during the year in which the Termination Date occurs) of the aggregate value of the maximum annual amount of all contingent incentive compensation awards to Employee for all uncompleted periods under the Corporation's Management Incentive Plan (or successor plan thereto); provided, to the extent any amount of such lump sum payable after the Termination Date is not exempt from Section 409A, such amount will be paid upon the day after the six (6)-month anniversary of Employee’s separation from service.

(5)    For a thirty-six (36)-month period after Employee’s separation from service, Corporation shall provide Employee with life, disability, accident and health insurance benefits substantially similar to and equal or greater in economic value than such benefits which Employee is receiving immediately prior to the Termination Date (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction in benefits would constitute “good reason” as defined in this Paragraph). Benefits required to be provided to Employee pursuant to this subparagraph B(5) shall be reduced to the extent comparable benefits are actually received by or made available to Employee without cost during such thirty-six (36)-month period and any such benefit actually received by Employee shall be reported to Corporation by Employee.

Notwithstanding the foregoing, with respect to any of such life and/or disability benefits that are fully insured, in lieu of providing such benefits for such period, Corporation shall pay Employee a lump-sum amount equal to the cost of such benefits on a post-employment basis for such thirty-six (36)-month period; provided, any such cash payment shall be made as soon as practicable after Employee’s separation from service, with any amount that is not exempt from Section 409A and that is otherwise payable within the six (6)-month period beginning on the date of his separation from service being paid upon the day after the six (6)-month anniversary of his separation from service.

C.    In addition to the payments provided for in subparagraph B of this Paragraph 18, in the event that after a Change in Control Employee's employment by the Corporation is terminated by the Corporation without “good cause” or by Employee for “good reason,” the
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Corporation shall continue to honor all Equity Awards granted to Employee (subject to the terms of such awards) prior to the Termination Date, and all Equity Awards granted to Employee prior to his Actual Termination Date shall become fully vested and exercisable (and to the extent applicable (e.g., with respect to any restricted stock units or similar awards) payable, as of the Termination Date; provided, any Equity Awards that vest based on performance will vest as if the maximum performance under the performance criteria had been satisfied.

D.    Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by Employee in connection with a Change in Control or the termination of Employee’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation, any person whose actions result in a Change in Control or any person affiliated with the Corporation or such person) (all such payments and benefits being hereinafter called “Total Payments”) would not be deductible (in whole or in part) by the Corporation, an affiliate or person making such payment or providing such benefit as a result of Section 280G of the Internal Revenue Code of 1986 (the “Code”) then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), adjustments in such payments shall be made as follows: (i) the cash payments provided pursuant to subparagraph B(3) and B(4) of this Paragraph 18 that are exempt from Section 409A shall first be reduced (if necessary, to zero); (ii) then, if further reductions are necessary, benefits provided under subparagraph B(5) of this Paragraph 18 that are exempt from Section 409A shall be reduced (if necessary, to zero); (iii) then, if still further reductions are necessary, the cash payments provided pursuant to subparagraph B(3) and B(4) of this Paragraph 18 that are not exempt from Section 409A shall be reduced (if necessary, to zero); and (iv) finally, if still further reductions are necessary, all of the benefits provided under subparagraph B(5) of this Paragraph 18 that are not exempt from Section 409A shall be forfeited. For purposes of this limitation (i) no portion of the Total Payments, the receipt or enjoyment of which Employee shall have effectively waived in writing prior to the date of termination of employment shall be taken into account (provided that, in no event will any such waiver impermissibly affect any portion of the Total Payments that is subject to Section 409A), (ii) no portion of the Total Payments shall be taken into account which in the opinion of the tax counsel selected by the Corporation’s independent auditors and reasonably acceptable to Employee does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) except as provided in clause (iv) above, the payments and benefits be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Corporation’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. In no event shall the Corporation’s obligation to continue to honor all Equity Awards granted to Employee prior to the Termination Date nor the vesting of Equity Awards in accordance with Paragraph 18.C hereof be affected by this Paragraph 18.D.

E.    Definitions.

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(1)    “Change in Control” means a change in ownership or effective control of Corporation or a change in the ownership of a substantial portion of the assets of Corporation, all within the meaning of Section 409A. As a general overview, Section 409A’s definition of these terms, and the dates as of which they occur, are as follows:

(a)    The date any one person, or more than one person acting as a group, acquires ownership of stock of Corporation that, together with stock held by such person or group constitutes more than fifty percent (50%) of the total voting power of the stock of Corporation. However, if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of Corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of Corporation or to cause a change in the effective control of Corporation.

(b)    The date any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Corporation possessing thirty percent (30%) or more of the total voting power of the stock of Corporation.

(c)    The date that any one person, or more than one person acting as a group acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from Corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of Corporation immediately before such acquisition or acquisitions.

(d)    The date a majority Corporation’s board of directors is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of Corporation’s board of directors before the date of the appointment or election.

(2)    “Good reason” shall mean the termination of employment by Employee upon the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in Employee’s employment relationship with Corporation:

(a)    A material breach by Corporation of the terms and conditions of this Agreement affecting Employee’s salary and bonus compensation, any employee benefit, Equity Awards or the loss of any of Employee’s titles or positions with Corporation;

(b)    A significant diminution of Employee’s duties and responsibilities;

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(c)    The assignment to Employee of duties significantly inconsistent with or different from his duties and responsibilities existing at the time of a Change in Control;

(d)    A purported termination of Employee’s employment by Corporation other than as permitted by this Agreement;

(e)    The relocation of Corporation’s principal office or of Employee’s own office to any place beyond twenty-five (25) miles from the current principal office of Corporation in Columbus, Georgia; and

(f)    The failure of any successor to Corporation to expressly assume and agree to discharge Corporation’s obligations to Employee under this Agreement as extended under this Paragraph, in form and substance satisfactory to Employee.

Notwithstanding the foregoing, Employee shall have good reason under this Agreement only if (i) Employee provides Corporation, within ninety (90) days of the occurrence of the event giving rise to the notice, a written notice indicating the specific good reason provision(s) in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for good reason, and indicating a date of termination of employment (not less than thirty (30) nor more than sixty (60) days after the date such notice is given); and (ii) such facts and circumstances are not substantially corrected by Corporation prior to the date of termination specified by Employee in such notice. Any failure by Employee to set forth in a notice of good reason any facts or circumstances which contribute to the showing of good reason shall not waive any right of Employee hereunder or preclude Employee from asserting such fact or circumstances in enforcing his rights hereunder.

    19.    No requirement to seek employment and no offset. Corporation agrees that, if Employee’s employment is terminated by Corporation during the term of this Agreement or by Employee for “good reason” during the term of this Agreement, Employee is not required to seek other employment or attempt in any way to reduce the amounts payable to Employee by Corporation pursuant to the applicable terms of this Agreement; it being understood and agreed that the amount of any payment or benefit to Employee provided for hereunder shall not be reduced by any compensation or other benefits earned by Employee as a result of his employment by another employer or, after a Change in Control, by Corporation’s attempt to offset any amount claimed to be owed by Employee to Corporation or otherwise.

    20.    Waiver of breach or violation not deemed continuing. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.

    21.    Notices. Any and all notices required or permitted to be given under this Agreement will be sufficient if furnished in writing, sent by registered or certified mail to his last known residence in the case of Employee or to its principal office in Columbus, Georgia, in the case of the Corporation.
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    22.    Authority. The provisions of this Agreement required to be approved by the Board of Directors of Corporation or the Compensation Committee of the Board have been so approved and authorized.

    23.    Arbitration. From time-to-time, Employee agrees to sign and become a party to any arbitration agreement with such terms as Corporation may provide, and the terms of such arbitration agreement shall be incorporated herein by this reference and shall apply to all claims under this Agreement; provided, notwithstanding the foregoing, any claims or actions, whether for damages, injunctive relief or other relief, for any violation or breach of the Covenants set forth in Paragraphs 15 and 16, including but not limited to the actions described in subparagraphs C and D of Paragraph 16, (i) shall be excluded from the arbitration agreement and its applicability, and (ii) shall be subject to the jurisdiction of the applicable court as set forth in Paragraph 24.

/s/ DPA /s/ MKB
Initials for Corporation Initials of Employee


    24.    Governing Law and Forum. This Agreement shall be interpreted, construed and governed according to the laws of the State of Georgia. For any legal action brought in regard to this Agreement, which is not subject to arbitration as provided in Paragraph 23 or is brought to enforce the finding of the arbitrator, Employee hereby (i) submits to personal jurisdiction in the State of Georgia for any action arising out of or in connection with this Agreement; (ii) waives any and all personal rights under the laws of any state to object to jurisdiction within the State of Georgia; and (iii) agrees that for any cause of action, venue is solely proper in any state or federal court within Muscogee County, Georgia.

    25.    Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no manner be construed as part of this Agreement.

    26.    Two originals. This Agreement is executed in two (2) originals, each of which shall be deemed an original and together shall constitute one and the same Agreement, with one original being delivered to each party hereto.

    27.    Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A and shall be construed accordingly. Any payments or distributions to be made to Employee under this Agreement upon a “separation from service” (as defined above) of amounts classified as “nonqualified deferred compensation” for purposes of Code Section 409A, payable due to a separation from service and not exempt from Section 409A, shall in no event be made or commence until six (6) months after such separation from service. Each payment of nonqualified deferred compensation under this Agreement shall be treated as a separate payment for purposes of Code Section 409A. Notwithstanding the foregoing, Corporation shall not be liable to Employee or any other person if the Internal Revenue Service or any court determines for any reason that any payments under this Agreement are subject to taxes or penalties under Section 409A.

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    28.    Tax Withholding. Corporation shall withhold all applicable taxes from any amounts payable under this Agreement, including, but not limited to, any federal, foreign, state and local taxes; and all such amounts described in this Agreement shall be paid net of such taxes.

    29.    Amendments and Waivers. Except as otherwise specified herein, this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Corporation and Employee.


    IN WITNESS WHEREOF, Corporation has hereunto caused its name to be signed and its seal to be affixed by its duly authorized officers, and Employee has hereunto set his hand and seal, all being done in duplicate originals, with one original being delivered to each party as of the 29th day of April, 2021.



AFLAC INCORPORATED
/s/ Max K. Brodén BY: /s/ Daniel P. Amos
Max K. Brodén DANIEL P. AMOS
Employee Chairman and Chief Executive Officer
/s/ Robin L. Blackmon ATTEST: /s/ J. Matthew Loudermilk
Witness J. MATTHEW LOUDERMILK
VP, Corporate Secretary


(Seal)

21


Aflac Incorporated 1st Quarter 2021 Form 10-Q
EXHIBIT 31.1
Certification of Chief Executive Officer
I, Daniel P. Amos, certify that:
 
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: April 29, 2021   
/s/ Daniel P. Amos
   Daniel P. Amos
   Chairman and Chief Executive Officer


Aflac Incorporated 1st Quarter 2021 Form 10-Q
EXHIBIT 31.2
Certification of Chief Financial Officer
I, Max K. Brodén, certify that:
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: April 29, 2021    /s/ Max K. Brodén
   Max K. Brodén
   Executive Vice President, Chief Financial Officer


Aflac Incorporated 1st Quarter 2021 Form 10-Q
EXHIBIT 32
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Aflac Incorporated (the “Company”) for the quarterly period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Daniel P. Amos, as Chief Executive Officer of the Company, and Max K. Brodén, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(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:   April 29, 2021
 
/s/ Max K. Brodén
Name:   Max K. Brodén
Title:   Chief Financial Officer
Date:   April 29, 2021