þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.10 Par Value | New York Stock Exchange | |
Tokyo Stock Exchange |
Large accelerated filer
þ
|
Accelerated filer o | |
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company o |
Page | ||||||
PART I |
|
|||||
Item 1. | 1 | |||||
Item 1A. | 18 | |||||
Item 1B. | 32 | |||||
Item 2. | 32 | |||||
Item 3. | 32 | |||||
Item 4. | 32 | |||||
|
||||||
PART II |
|
|||||
Item 5. | 35 | |||||
Item 6. | 39 | |||||
Item 7. | 41 | |||||
Item 7A. | 93 | |||||
Item 8. | 94 | |||||
Item 9. | 178 | |||||
Item 9A. | 178 | |||||
Item 9B. | 178 | |||||
|
||||||
PART III |
|
|||||
Item 10. | 179 | |||||
Item 11. | 179 | |||||
Item 12. | 179 | |||||
Item 13. | 180 | |||||
Item 14. | 180 | |||||
|
||||||
PART IV |
|
|||||
Item 15. | 181 |
i
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
Table of Contents
(In millions)
2008
2007
2006
$
14,370
$
13,195
$
12,415
2,666
2,532
2,433
(100
)
(78
)
(56
)
(1,969
)
(1,715
)
(1,589
)
32
30
79
2,551
406
(87
)
$
17,550
$
14,370
$
13,195
In Dollars
In Yen
(In millions of dollars and billions of yen)
2008
2007
2006
2008
2007
2006
$
9,860
$
9,094
$
8,705
1,126
1,083
1,028
1,115
974
1,010
115
115
117
(100
)
(78
)
(56
)
(10
)
(9
)
(6
)
(593
)
(472
)
(463
)
(61
)
(56
)
(54
)
(72
)
(64
)
(15
)
(8
)
(7
)
(2
)
2,551
406
(87
)
$
12,761
$
9,860
$
9,094
1,162
1,126
1,083
Table of Contents
(In millions)
2008
2007
2006
$
4,510
$
4,101
$
3,711
1,551
1,558
1,423
(1,376
)
(1,243
)
(1,127
)
104
94
94
$
4,789
$
4,510
$
4,101
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2008
2007
41.5
%
44.7
%
18.2
18.3
.1
.1
10.6
8.4
1.1
.9
7.4
8.3
1.5
1.1
18.8
17.4
99.2
99.2
.1
.1
.7
.7
100.0
%
100.0
%
*
Includes 13.4% and 15.8% of perpetual securities at December 31, 2008 and 2007, respectively.
**
Includes .5% and .6% of perpetual securities at December 31, 2008 and 2007, respectively.
Table of Contents
2008
2007
2006
25.5
%
35.3
%
36.3
%
13.8
24.4
23.6
.1
23.5
8.6
9.2
4.7
4.6
2.5
3.0
8.9
6.1
2.2
3.5
26.4
21.9
15.9
100.0
%
100.0
%
100.0
%
2008
2007
2006
9.1
%
18.0
%
9.7
%
41.1
48.5
53.7
41.9
29.6
33.4
7.9
3.9
3.2
100.0
%
100.0
%
100.0
%
Table of Contents
2008
2007
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
5.2
%
5.3
%
5.3
%
5.3
%
42.8
44.9
48.2
49.5
32.9
32.0
28.7
28.2
17.2
16.6
15.9
15.5
1.9
1.2
1.9
1.5
100.0
%
100.0
%
100.0
%
100.0
%
2008
2007
34.4
%
39.6
%
2.7
3.9
1.1
1.1
12.7
9.2
3.1
.9
2.9
3.7
5.0
3.9
35.2
35.4
97.1
97.7
2.9
2.3
100.0
%
100.0
%
*
Includes 4.4% and 5.0% of perpetual securities at December 31, 2008 and 2007, respectively.
Table of Contents
2008
2007
2006
15.6
%
18.8
%
54.9
%
1.0
6.5
2.5
2.5
23.9
3.1
4.6
18.7
5.0
.8
2.9
13.3
12.8
5.4
28.5
53.9
25.3
100.0
%
100.0
%
100.0
%
2008
2007
2006
14.4
%
20.5
%
15.1
%
6.9
18.7
26.1
42.4
33.2
42.9
36.3
27.6
15.9
100.0
%
100.0
%
100.0
%
Table of Contents
2008
2007
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
9.7
%
10.1
%
13.0
%
12.4
%
13.2
15.7
17.6
17.7
44.8
45.5
44.3
44.6
30.7
27.6
23.5
23.9
1.6
1.1
1.6
1.4
100.0
%
100.0
%
100.0
%
100.0
%
Table of Contents
(In millions)
2008
2007
$
5,884
$
6,044
(5,643
)
(4,269
)
2,146
1,993
(1,858
)
(839
)
1,510
(184
)
160
151
(82
)
(93
)
(136
)
(349
)
$
1,981
$
2,454
Table of Contents
granting and revoking licenses to transact business
regulating trade and claims practices
licensing of insurance agents and brokers
approval of policy forms and premium rates
standards of solvency and maintenance of specified policy benefit reserves and minimum
loss ratio requirements
capital requirements
limitations on dividends to shareholders
the nature of and limitations on investments
deposits of securities for the benefit of policyholders
filing of financial statements prepared in accordance with statutory insurance
accounting practices prescribed or permitted by regulatory authorities
periodic examinations of the market conduct, financial, and other affairs of insurance
companies
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
the severity of the decline in fair value
the length of time the fair value is below cost
issuer financial condition, including profitability and cash flows
credit status of the issuer
the issuers specific and general competitive environment
published reports
general economic environment
regulatory and legislative environment
other factors as may become available from time to time
Table of Contents
Table of Contents
Table of Contents
Table of Contents
standards of establishing and setting premium rates and the approval thereof
standards of minimum capital requirements and solvency margins, including risk-based
capital measures
restrictions on, limitations on and required approval of certain transactions between
our insurance subsidiaries and their affiliates, including management fee arrangements
restrictions on the nature, quality and concentration of investments
restrictions on the types of terms and conditions that we can include in the insurance
policies offered by our primary insurance operations
limitations on the amount of dividends that insurance subsidiaries can pay or foreign
profits that can be repatriated
the existence and licensing status of a company under circumstances where it is not
writing new or renewal business
certain required methods of accounting
reserves for unearned premiums, losses and other purposes
assignment of residual market business and potential assessments for the provision of
funds necessary for the settlement of covered claims under certain policies provided by
impaired, insolvent or failed insurance companies
administrative practices requirements
imposition of fines and other sanctions
Table of Contents
Table of Contents
Table of Contents
Table of Contents
any requirement to restate financial results in the event of inappropriate application
of accounting principles
failure of our processes to prevent and detect unethical conduct of employees
a significant failure of internal controls over financial reporting
failure of our prevention and control systems related to employee compliance with
internal policies and regulatory requirements
failure of corporate governance policies and procedures
Table of Contents
Table of Contents
NAME
PRINCIPAL OCCUPATION*
AGE
Chairman, Aflac Incorporated and Aflac; Chief Executive
Officer, Aflac Incorporated and Aflac; President, Aflac
until January 2007
57
President, Aflac, since January 2007; Chief Operating
Officer, U.S. Operations, Aflac, since February 2006;
Executive Vice President, U.S. Operations, Aflac, from
January 2005 until January 2007; State Sales Coordinator-
Georgia North until December 2004
33
Senior Vice President, Principal Financial Officer, Aflac
Japan, since January 2005; Vice President, Financial
Division, Aflac Japan, from January 2002 until January 2005;
Vice President, Investments and Investment Analysis, Aflac
Japan, until January 2005
46
First Senior Vice President, Aflac Japan, since June 2008;
Senior Vice President, Corporate Actuary, Aflac, since
January 2006; Senior Vice President, Deputy Corporate
Actuary, Aflac, from March 2004 until January 2006; Vice
President, Associate Actuary, Aflac, until March 2004
42
President, Aflac Incorporated, Chief Financial Officer,
Aflac Incorporated and Aflac; Treasurer, Aflac Incorporated;
Executive Vice President, Aflac
61
Executive Vice President, Deputy Chief Financial Officer,
Aflac Incorporated, since June 2008; Senior Vice President,
Corporate Finance, Aflac Incorporated, from July 2006 to
June 2008; Senior Vice President, Treasurer and Chief
Financial Officer, Carmike Cinemas, Inc., until March 2006
60
Senior Vice President, Deputy Chief Administrative Officer,
Aflac Japan, since January 2009; Senior Vice President,
Sales, Aflac Japan, from January 2007 until January 2009;
Vice President, Contact Center, Aflac Japan, from January
2006 until January 2007; Vice President, Territory Director,
Northeast Territory, Aflac Japan, from January 2005 until January
2006; Vice President, Customer Service Division, Information Division
and Operations Division, Aflac Japan, from January 2002 until January
2005
51
Senior Vice President, Investor Relations, Aflac Incorporated
50
Senior Vice President, Chief Investment Officer, Aflac,
since January 2007; Senior Vice President, Deputy Chief
Investment Officer, Aflac, from October 2005 until January
2007; Executive Director, Morgan Stanley, until October 2005
58
Senior Vice President, Director of Sales, Aflac, since
January 2005; Vice President, West Territory Director,
Aflac, from October 2004 until January 2005; State Sales
Coordinator- Missouri, Aflac, until October 2004
64
Table of Contents
NAME
PRINCIPAL OCCUPATION*
AGE
Chairman, Aflac Japan, since July 2008; Vice Chairman, Aflac
Japan, from April 2005 until July 2008; President, Aflac
Japan, until April 2005
47
Executive Vice President, General Counsel and Corporate
Secretary, Aflac Incorporated and Aflac; Director, Legal and
Governmental Relations, Aflac
55
First Senior Vice President, Director of Marketing and
Sales, Aflac Japan, since January 2007; Senior Vice
President, Director of Marketing, Aflac Japan, from February
2006 until January 2007; Vice President, Marketing Strategy
Planning, from August 2005 until February 2006; Vice President,
Aflac Japan, Sales, Kinki Area, from January 2005 until August 2005
60
Senior Vice President, Financial Services, Aflac
Incorporated and Aflac; Chief Accounting Officer, Aflac
Incorporated and Aflac; Treasurer, Aflac
60
Executive Vice President, Director of Corporate Services,
Aflac Incorporated, since January 2008; Senior Vice
President, Director of Corporate Services, Aflac
Incorporated, from October 2006 until January 2008; Senior
Vice President, Director of Human Resources, Aflac Incorporated,
until October 2006
44
President, Chief Operating Officer, Aflac Japan, since July
2007; Deputy President, Aflac Japan, from February 2007
until July 2007; President and Representative Director, The
Dai-ichi Kangyo Asset Management Co., Ltd., from June 2005
until February 2007; Advisor, Dai-ichi Kangyo Asset Management
Co., Ltd., from April 2005 until June 2005; Managing Executive
Officer, Mizuho Corporate Bank Ltd., from April 2004 until April 2005;
Executive Officer, Mizuho Corporate Bank Ltd., from April 2002 until
April 2004
58
Executive Vice President, Chief Administrative Officer,
Aflac, since March 2008; Senior Vice President, Deputy Chief
Administrative Officer, Aflac, from March 2007 to March
2008; Senior Vice President, Sales Support and
Administration, Aflac, from October 2004 until March 2007; Vice
President, Client Services, Aflac, until October 2004
42
First Senior Vice President, Chief Administrative Officer,
Aflac Japan, since January 2005; First Senior Vice
President, Director of Operations, Aflac Japan, from January
2004 until January 2005; First Senior Vice President,
Director of Operations and Customer Service Division, Aflac Japan,
from January 2003 until January 2004
57
*
Unless specifically noted, the respective executive officer has held the occupation(s) set forth
in the table for at least the last five years. Each executive officer is appointed annually by the
board of directors and serves until his or her successor is chosen
and qualified, or until his or her death, resignation or removal.
Table of Contents
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
High
Low
$
60.73
$
29.68
68.00
51.25
68.81
62.52
67.00
56.75
High
Low
$
63.91
$
55.77
57.44
50.19
54.00
47.00
49.37
45.18
2008
2007
$
.24
$
.205
.24
.205
.24
.205
.24
.185
Table of Contents
Table of Contents
December 31,
2003
2004
2005
2006
2007
2008
100.00
111.20
130.91
131.29
181.50
135.25
100.00
110.88
116.33
134.70
142.10
89.53
100.00
122.14
149.64
174.35
193.53
100.02
www.researchdatagroup.com/S&P.htm
Table of Contents
Total
Number
of Shares
Number of
Purchased
Shares that
as Part of
May Yet Be
Total
Publicly
Purchased
Number of
Average
Announced
Under the
Shares
Price Paid
Plans or
Plans or
Period
Purchased
Per Share
Programs
Programs
10,700,666
$
63.87
10,700,666
32,370,254
1,352
**
46.28
32,370,254
2,373
**
41.32
32,370,254
10,704,391
$
63.86
10,700,666
32,370,254
*
*
At December 31, 2008, a total of 32,370,254 shares of
common stock had previously been authorized for repurchase by our board of directors and were still available for purchase at such date.
Of such shares available for purchase, 2,370,254 shares related to a 30,000,000 share repurchase authorization by the
board of directors announced in February 2006. The remaining 30,000,000 shares related to a 30,000,000 share
repurchase authorization by the board announced in January 2008.
**
During the fourth quarter of 2008, 3,725 shares
were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based
awards during the period.
Table of Contents
(In millions, except for share and
per-share amounts)
2008
2007
2006
2005
2004
$
14,947
$
12,973
$
12,314
$
11,990
$
11,302
2,578
2,333
2,171
2,071
1,957
(1,007
)
28
79
262
(12
)
36
59
52
40
34
16,554
15,393
14,616
14,363
13,281
10,499
9,285
9,016
8,890
8,482
4,141
3,609
3,336
3,247
3,026
14,640
12,894
12,352
12,137
11,508
1,914
2,499
2,264
2,226
1,773
660
865
781
743
507
$
1,254
$
1,634
$
1,483
$
1,483
(1)
$
1,266
(2)
$
2.65
$
3.35
$
2.99
$
2.96
(1)
$
2.49
(2)
2.62
3.31
2.95
2.92
(1)
2.45
(2)
.96
.80
.55
.44
.38
1.24
.615
.735
.44
.38
473,405
487,869
495,614
500,939
507,333
478,815
493,971
501,827
507,704
516,421
91.03
114.15
119.11
118.07
104.21
103.46
117.93
116.31
109.88
108.26
(1)
Includes a benefit of $34 ($.07 per basic and diluted share) for the
release of a valuation allowance for deferred tax assets in 2005
(2)
Includes a benefit of $128 ($.25 per basic and diluted share) for the
release of the valuation allowance for deferred tax assets and a
benefit of $3 ($.01 per basic and diluted share) for the Japanese
pension obligation transfer in 2004
Table of Contents
(In millions)
2008
2007
2006
2005
2004
$
68,550
$
57,056
$
51,972
$
48,989
$
51,955
10,781
8,749
7,833
7,372
7,371
$
79,331
$
65,805
$
59,805
$
56,361
$
59,326
$
66,219
$
50,676
$
45,440
$
42,329
$
43,556
1,721
1,465
1,426
1,395
1,429
1,201
2,531
2,462
2,577
2,445
3,551
2,338
2,136
2,133
4,320
6,639
8,795
8,341
7,927
7,576
$
79,331
$
65,805
$
59,805
$
56,361
$
59,326
Table of Contents
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations.
difficult condition in global capital markets and the economy generally
governmental actions for the purpose of stabilizing the financial markets
defaults and downgrades in certain securities in our investment portfolio
impairment of financial institutions
credit and other risks associated with Aflacs investment in hybrid securities
differing judgments applied to investment valuations
subjective determinations of amount of impairments taken on our investments
realization of unrealized losses
limited availability of acceptable yen-denominated investments
concentration of our investments in any particular sector
concentration of business in Japan
ongoing changes in our industry
exposure to significant financial and capital markets risk
fluctuations in foreign currency exchange rates
significant changes in investment yield rates
deviations in actual experience from pricing and reserving assumptions
subsidiaries ability to pay dividends to the Parent Company
changes in regulation by governmental authorities
ability to attract and retain qualified sales associates and employees
ability to continue to develop and implement improvements in information technology systems
changes in U.S. and/or Japanese accounting standards
decreases in our financial strength or debt ratings
level and outcome of litigation
ability to effectively manage key executive succession
catastrophic events
failure of internal controls or corporate governance policies and procedures
Table of Contents
Critical accounting estimates
Results of operations, consolidated and by segment
Analysis of financial condition, including discussion of market risks of
financial instruments
Capital Resources and Liquidity, including discussion of availability of capital and
the sources and uses of cash
Table of Contents
percentage decline in value and the length of time during which the decline has occurred
recoverability of principal and interest
market conditions
our ability to hold the investment to maturity
review of the issuers overall operating performance and financial condition
rating agency opinions and actions regarding the issuers credit standing
adverse changes in the issuers availability of production resources, revenue sources
and technological conditions
adverse changes in the issuers economic, industry, regulatory or political environment
Table of Contents
Aflac Japan
Aflac U.S.
(In millions)
2008
2007
2006
2008
2007
2006
$
5,644
$
4,269
$
3,857
$
2,593
$
2,385
$
2,168
12,761
9,860
9,094
4,789
4,510
4,101
44.2
%
43.3
%
42.4
%
54.1
%
52.9
%
52.9
%
(In millions)
2008
2007
$
5,442
$
4,958
933
856
375
165
$
6,750
$
5,979
$
53,866
$
40,715
2,184
1,599
3,416
2,380
$
59,466
$
44,694
$
59,310
$
45,675
3,118
2,455
3,791
2,546
$
66,219
$
50,676
Table of Contents
Table of Contents
(In millions)
Total
Severity
Decrease
Decrease
Increase
Increase
by 2%
by 1%
Unchanged
by 1%
by 2%
$
$
19
$
39
$
59
$
79
(19
)
20
39
59
(38
)
(19
)
20
39
(57
)
(38
)
(19
)
19
(76
)
(57
)
(38
)
(19
)
(In millions of dollars and billions of yen)
2008
2007
2006
$
5,442
$
4,958
$
4,391
9.8
%
12.9
%
16.2
%
$
53,866
$
40,715
$
36,447
32.3
%
11.7
%
7.0
%
$
59,310
$
45,675
$
40,841
29.9
%
11.8
%
7.9
%
91.03
114.15
119.11
4,903
4,648
4,341
5.5
%
7.1
%
7.9
%
Table of Contents
In Millions
Per Diluted Share
2008
2007
2006
2008
2007
2006
$
1,254
$
1,634
$
1,483
$
2.62
$
3.31
$
2.95
(655
)
19
51
(1.37
)
.04
.10
(3
)
2
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
(In millions)
2008
2007
2006
$
10,674
$
9,037
$
8,762
1,312
1,102
1,064
741
699
624
2,053
1,801
1,688
15
27
25
12,742
10,865
10,475
7,972
6,935
6,847
405
318
285
970
850
859
1,145
941
832
2,520
2,109
1,976
10,492
9,044
8,823
$
2,250
$
1,821
$
1,652
103.46
117.93
116.31
In Dollars
In Yen
2008
2007
2006
2008
2007
2006
18.1
%
3.1
%
.2
%
3.5
%
4.3
%
5.9
%
14.0
6.7
3.2
8.0
9.0
17.3
3.7
.6
2.8
4.9
6.3
23.6
10.2
9.1
8.4
11.8
15.4
*
See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
Table of Contents
(Yen Operating Results)
Including Foreign Currency Changes
Excluding Foreign Currency Changes**
2008
2007
2006
2008
2007
2006
%
8.0
%
9.0
%
5.0
%
7.4
%
6.8
%
2.8
4.9
6.3
3.8
4.9
6.0
8.4
11.8
15.4
13.8
11.3
13.3
*
See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
**
Amounts excluding foreign currency changes on dollar-denominated items were determined using the same
yen/dollar exchange rate for the current year as each respective prior year.
2008
2007
2006
62.5
%
63.8
%
65.4
%
3.2
2.9
2.7
7.6
7.8
8.2
9.0
8.7
7.9
19.8
19.4
18.8
17.7
16.8
15.8
*
See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
Table of Contents
In Dollars
In Yen
(In millions of dollars
and billions of yen)
2008
2007
2006
2008
2007
2006
$
1,115
$
974
$
1,010
114.7
114.6
117.5
14.4
%
(3.5
)%
(13.5
)%
%
(2.4
)%
(8.8
)%
2008
2007
2006
34
%
33
%
33
%
34
33
28
23
22
23
5
7
10
4
5
6
100
%
100
%
100
%
Table of Contents
Table of Contents
2008
2007
2006
3.20
%
3.05
%
3.10
%
3.43
3.38
3.33
3.82
4.06
4.11
Table of Contents
Table of Contents
(In millions)
2008
2007
2006
$
4,272
$
3,936
$
3,552
505
500
465
10
10
10
4,787
4,446
4,027
2,527
2,350
2,169
370
323
290
488
481
444
657
600
539
1,515
1,404
1,273
4,042
3,754
3,442
$
745
$
692
$
585
8.5
%
10.8
%
9.5
%
.9
7.5
10.4
7.7
10.4
9.5
7.6
18.3
11.4
*
See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
Table of Contents
2008
2007
2006
52.8
%
52.9
%
53.9
%
7.7
7.3
7.2
10.2
10.8
11.0
13.7
13.4
13.4
31.6
31.5
31.6
15.6
15.6
14.5
*
See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
(In millions)
2008
2007
2006
$
1,551
$
1,558
$
1,423
(.4
)%
9.5
%
13.1
%
2008
2007
2006
49
%
51
%
52
%
19
18
17
16
14
12
5
6
6
11
11
13
100
%
100
%
100
%
Table of Contents
2008
2007
2006
7.60
%
6.44
%
6.44
%
6.77
6.79
6.86
Table of Contents
Table of Contents
As
Exchange
Net of
(In millions)
Reported
Effect
Exchange Effect
91.03
114.15
$
68,550
$
11,856
$
56,694
8,237
1,143
7,094
79,331
13,312
66,020
66,219
12,044
54,174
72,692
13,180
59,512
*
The exchange rate at December 31, 2008, was 91.03 yen to one dollar, or 25.4%
stronger than the December 31, 2007, exchange rate of 114.15.
Table of Contents
Aflac Japan
Aflac U.S.
(In millions)
2008
2007
2008
2007
$
29,140
$
23,532
$
5,772
*
$
6,874
*
7,843
3,758
204
331
27
28
37,010
27,318
5,976
7,205
24,236
16,799
200
20
3,985
24,236
20,784
200
20
$
61,246
$
48,102
$
6,176
$
7,225
*
Excludes investment-grade, available-for-sale fixed-maturity securities held
by the Parent Company of $100 in 2008 and $105 in 2007.
Table of Contents
(In millions)
2008
2007
$
2,528
$
2,415
(1,876
)
(1,496
)
translation fluctuations
$
652
$
919
Table of Contents
(In millions)
December 31, 2008
December 31, 2007
76.03
91.03
*
106.03
99.15
114.15
*
129.15
$
31,145
$
26,013
$
22,333
$
23,190
$
20,143
$
17,803
9,343
7,804
6,700
4,211
3,658
3,233
26
22
19
32
28
25
29,018
24,236
20,808
19,341
16,799
14,848
4,588
3,985
3,522
456
381
327
369
321
284
97
80
69
60
52
46
70,085
58,536
50,256
51,791
44,986
39,761
1,522
1,271
1,091
1,169
1,015
898
731
610
524
560
487
430
192
161
138
174
151
133
2,445
2,042
1,753
1,903
1,653
1,461
67,640
56,494
48,503
49,888
43,333
38,300
8,605
7,187
6,170
6,310
5,480
4,844
75,465
63,029
54,113
55,140
47,894
42,331
$
780
$
652
$
560
$
1,058
$
919
$
813
*
Actual period-end exchange rate
Table of Contents
2008
2007
+100
+100
Fair
Basis
Fair
Basis
(In millions)
Value
Points
Value
Points
$
49,047
$
43,556
$
36,314
$
32,151
9,048
8,246
10,388
9,505
7,804
7,103
7,598
6,889
244
225
431
395
$
66,143
$
59,130
$
54,731
$
48,940
$
1,713
$
1,530
$
1,452
$
1,415
$
158
$
151
$
35
$
27
$
161
$
161
$
151
$
151
*
Excludes capitalized lease obligations
Table of Contents
(In years)
2008
2007
12
13
14
14
10
10
(Net of Investment Expenses)
2008
2007
2006
U.S.
Japan*
U.S.
Japan*
U.S.
Japan*
5.50
%
2.74
%
5.50
%
2.74
%
5.50
%
2.77
%
7.56
3.27
6.40
3.11
6.40
3.12
6.12
4.55
6.20
4.63
6.28
4.71
6.77
3.82
6.79
3.83
6.86
3.88
*
Represents yen-denominated investments for Aflac Japan that support policy
obligations and therefore excludes Aflac Japans annuities, and
dollar-denominated investments and related investment income
Table of Contents
Subordination
Distribution of Debt and Perpetual Securities
2008
2007
(In millions)
Amortized
Cost
Percent of
Total
Amortized
Cost
Percent of
Total
$
51,091
73.5
%
$
38,483
70.6
%
7,777
11.2
6,277
11.5
340
.5
296
.6
750
1.1
582
1.0
374
.5
375
.7
86
.1
154
.3
52
.1
52
.1
9,379
13.5
7,736
14.2
6,532
9.4
5,812
10.7
2,542
3.6
2,439
4.5
9,074
13.0
8,251
15.2
$
69,544
100.0
%
$
54,470
100.0
%
*
Includes Trust Preferred securities
Table of Contents
2008
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
11,153
$
988
$
16
$
12,125
491
8
499
2,282
188
17
2,453
253
6
259
943
37
126
854
4,667
81
686
4,062
6,183
155
576
5,762
25,972
1,463
1,421
26,014
266
6
1
271
119
1
14
106
738
7
189
556
53
37
16
1,337
34
165
1,206
366
44
9
401
2,910
107
529
2,488
4,273
182
501
3,954
10,062
381
1,445
8,998
36,034
1,844
2,866
35,012
8,400
187
1,091
7,496
294
13
307
380
136
244
9,074
200
1,227
8,047
24
5
2
27
$
45,132
$
2,049
$
4,095
$
43,086
Table of Contents
2008
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
220
$
17
$
$
237
75
1
1
75
403
295
108
3,951
168
66
4,053
3,582
93
132
3,543
12,291
147
1,195
11,243
3,714
145
84
3,775
24,236
571
1,773
23,034
200
150
50
200
150
50
$
24,436
$
571
$
1,923
$
23,084
Table of Contents
2007
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
8,438
$
621
$
36
$
9,023
272
6
278
1,741
162
31
1,872
751
54
31
774
3,814
228
112
3,930
4,406
131
271
4,266
19,422
1,202
481
20,143
376
7
1
382
128
3
5
126
502
6
14
494
92
16
76
1,007
73
13
1,067
424
80
2
502
3,157
165
106
3,216
4,291
302
88
4,505
9,977
636
245
10,368
29,399
1,838
726
30,511
3,549
123
253
3,419
263
18
245
455
8
38
425
4,267
131
309
4,089
21
8
1
28
$
33,687
$
1,977
$
1,036
$
34,628
Table of Contents
2007
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
175
$
$
1
$
174
43
43
403
79
324
1,937
18
66
1,889
3,069
78
69
3,078
8,976
85
644
8,417
2,196
92
42
2,246
16,799
273
901
16,171
20
20
20
20
16,819
273
901
16,191
3,985
135
186
3,934
3,985
135
186
3,934
$
20,804
$
408
$
1,087
$
20,125
Table of Contents
2008
2007
Total Investments in
Total Investments in
Banks and Financial
Percentage of
Banks and Financial
Percentage of
Institutions Sector
Total Investment
Institutions Sector
Total Investment
(in millions)
Portfolio
(in millions)
Portfolio
$
19,868
28
%
$
15,948
29
%
17,793
27
15,563
28
$
6,238
9
%
$
5,549
10
%
5,960
9
5,732
11
2,542
4
2,439
5
%
1,780
3
2,047
4
$
28,648
41
%
$
23,936
44
%
25,533
39
23,342
43
Table of Contents
Percent of
Total Debt
Amortized
and Perpetual
Moodys
S&P
Fitch
(In millions)
Cost
Securities
Rating
Rating
Rating
$
10,604
15.3
%
Aa3
AA
901
1.3
Baa2
BBB+
879
1.3
Baa2
BBB
BBB
856
1.2
Aa2
AA-
AA
686
1.0
Aa2
A+
AA
674
1.0
Baa1
BBB+
BBB+
616
.9
Baa1
BBB-
583
.8
Aa1
AA+
AA+
570
.8
A
A+
558
.8
Aa3
A+
A+
Aa2
A+
A
A1
A+
A
549
.8
A
A+
538
.8
Aa1
AA
AA
524
.8
Aa3
A
A+
511
.7
AA-
494
.7
Aa2
A+
A+
471
.7
Aa3
A
A
470
.7
A2
A
A
455
.7
Baa1
BBB+
BBB+
451
.7
Baa3
BBB
BBB
444
.6
A2
A
A+
442
.6
Aa2
A+
AA-
439
.6
A2
A
439
.6
Baa1
A-
BBB+
439
.6
Baa2
BBB
BBB
432
.6
Aa1
AA-
AA
422
.6
Aa2
A
AA-
421
.6
A3
A-
A-
410
.6
Aa3
A
A+
406
.6
BBB+
406
.6
Aa3
A-
*
JGBs or JGB-backed securities
Table of Contents
Table of Contents
2008
2007
Amortized
Fair
Amortized
Fair
(In millions)
Cost
Value
Cost
Value
$
19,292
$
19,525
$
15,986
$
16,919
156
104
173
157
15
18
13
19
19,463
19,647
16,172
17,095
41,178
38,571
30,232
29,783
8,918
7,943
8,079
7,866
9
9
8
9
50,105
46,523
38,319
37,658
$
69,568
$
66,170
$
54,491
$
54,753
(Amortized cost, in millions)
2008
2007
72.0
%
70.3
%
$
47,516
$
35,973
68.3
%
66.0
%
$
14,678
$
11,185
29.3
%
29.2
%
*
Principal payments in yen and interest payments in dollars
Table of Contents
2008
2007
2006
9.9
%
18.4
%
10.6
%
36.4
44.1
48.9
42.0
30.2
35.1
11.7
7.3
5.4
100.0
%
100.0
%
100.0
%
2008
2007
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
5.7
%
5.8
%
6.3
%
6.2
%
39.8
42.2
44.3
45.3
34.1
33.2
30.7
30.4
18.6
17.6
16.8
16.6
1.8
1.2
1.9
1.5
100.0
%
100.0
%
100.0
%
100.0
%
Table of Contents
the severity of the decline in fair value
the length of time the fair value is below cost
issuer financial condition, including profitability and cash flows
credit status of the issuer
the issuers specific and general competitive environment
published reports
general economic environment
regulatory and legislative environment
other factors as may become available from time to time
Table of Contents
2008
2007
Par
Amortized
Fair
Par
Amortized
Fair
(In millions)
Value
Cost
Value
Value
Cost
Value
$
329
$
329
$
143
$
263
$
263
$
215
*
*
*
310
311
272
264
264
157
210
210
143
154
133
88
123
123
90
143
143
47
*
*
*
110
110
116
*
*
*
111
57
31
111
122
93
95
(1)
*
*
*
82
53
53
*
*
*
55
43
43
*
*
*
55
44
44
*
*
*
55
3
3
*
*
*
55
*
*
*
43
42
23
*
*
*
30
4
4
*
*
*
30
*
*
*
22
24
16
*
*
*
22
24
17
*
*
*
18
20
11
1
1
*
*
*
**
**
**
4
1
1
**
**
**
2
2
1
$
1,684
$
1,274
$
786
$
1,043
$
1,032
$
815
*
Investment grade at respective reporting date
**
Sold during 2008
***
Perpetual security
****
CDO security
(1)
Includes $55 million for a perpetual security
Table of Contents
Amortized
Moodys
S&P
Fitch
Investment-Grade
(In millions)
Cost
Rating
Rating
Rating
Status
$
352
Baa3
BB+
BBB-
Investment Grade
339
Baa3
BBB-
BB+
Investment Grade
110
A2
N/A
CCC+
Investment Grade
42
Ba3
BBB-
BB+
Below Investment Grade
36
Ba1
BBB
N/A
Investment Grade
31
Baa3
BB
BBB-
Investment Grade
19
Baa1
B
A-
Investment Grade
24
Ba1
AAA
AAA
Investment Grade
17
Ba1
A-
N/A
Investment Grade
17
Baa1
BB+
BBB+
Investment Grade
15
Baa3
BB+
BBB-
Investment Grade
15
Ba2
BBB-
BBB
Investment Grade
10
N/A
AAA
BB
Investment Grade
9
Baa1
BB+
BB-
Investment Grade
5
Ba3
AAA
AAA
Investment Grade
4
Aa2
A
CCC
Investment Grade
4
Ba2
N/A
AAA
Investment Grade
*
Split-rated securities represented 1.5% of total debt and perpetual securities at amortized cost
at December 31, 2008.
**
Collateralized mortgage obligations
Table of Contents
Percent
Total
Total
of Total
Gross
Gross
Amortized
Fair
Fair
Unrealized
Unrealized
(In millions)
Cost
Value
Value
Gains
Losses
$
43,834
$
42,273
63.9
%
$
2,038
$
3,599
1,274
786
1.2
6
494
24,436
23,084
34.9
571
1,923
$
69,544
$
66,143
100.0
%
$
2,615
$
6,016
Six Months
Total
Total
Less than Six Months
to 12 Months
12
Months or Greater
Amortized
Unrealized
Amortized
Unrealized
Amortized
Unrealized
Amortized
Unrealized
(In millions)
Cost
Loss
Cost
Loss
Cost
Loss
Cost
Loss
$
20,620
$
3,599
$
3,554
$
356
$
2,977
$
618
$
14,089
$
2,625
1,016
494
99
45
917
449
14,009
1,923
1,551
157
934
233
11,524
1,533
$
35,645
$
6,016
$
5,204
$
558
$
3,911
$
851
$
26,530
$
4,607
Table of Contents
Total
Total
Less than 20%
20% to 50%
Greater than 50%
Amortized
Unrealized
Amortized
Unrealized
Amortized
Unrealized
Amortized
Unrealized
(In millions)
Cost
Loss
Cost
Loss
Cost
Loss
Cost
Loss
$
20,620
$
3,599
$
13,197
$
1,150
$
6,729
$
2,029
$
694
$
420
1,016
494
543
211
473
283
14,009
1,923
12,133
966
951
290
925
667
$
35,645
$
6,016
$
25,330
$
2,116
$
8,223
$
2,530
$
2,092
$
1,370
Credit
Amortized
Fair
Unrealized
(In millions)
Rating
Cost
Value
Loss
BBB
$
361
$
125
$
236
CCC
329
143
186
BBB
617
444
173
A
558
405
153
BBB
200
50
150
A
384
260
124
BBB
339
222
117
A
330
220
110
BB
264
157
107
AA
393
287
106
*
CDO security
(In millions)
2008
2007
2006
$
373
$
22
$
379
1
1
1
$
753
$
23
$
1
Table of Contents
Total
Sales
Realized
(In millions)
Proceeds
Losses
Impairments
Losses
$
258
$
50
$
$
50
67
38
15
53
79
186
358
544
90
1
29
30
40
40
1
310
310
$
495
$
275
$
752
$
1,027
Table of Contents
(In millions)
2008
2007
% Change
$
5,644
$
4,269
32.2
%*
2,593
2,385
8.7
$
8,237
$
6,654
23.8
%
*
Aflac Japans deferred policy acquisition costs increased 5.4% in yen during the year ended
December 31, 2008.
Table of Contents
(In millions)
2008
2007
% Change
$
59,466
$
44,694
33.1
%*
6,750
5,979
12.9
3
3
$
66,219
$
50,676
30.7
%
*
Aflac Japans policy liabilities increased 6.1% in yen during the year ended December 31, 2008.
Table of Contents
Table of Contents
(In millions)
2008
2007
2006
$
1,062
$
1,362
$
665
71
80
68
Table of Contents
Less
Total
Total
Than
One to
Four to
After
(In millions)
Liability*
Payments
One Year
Three Years
Five Years
Five Years
$
59,310
$
283,242
$
8,808
$
17,103
$
16,724
$
240,607
3,118
3,118
2,318
422
188
190
1,713
1,713
450
824
329
110
6
64
21
29
7
7
161
161
31
69
61
N/A
**
674
127
223
174
150
N/A
**
173
63
45
24
41
8
8
3
4
1
N/A
**
84
26
58
$
64,316
$
289,237
$
11,847
$
18,777
$
17,508
$
241,105
*
Liability amounts are those reported on the consolidated balance sheet as of December 31, 2008.
**
Not applicable
Liabilities for unrecognized tax benefits in the amount of $37 million have been excluded from the
tabular disclosure above because the timing of cash payment is not reasonably estimable.
Table of Contents
(In millions)
2008
2007
2006
$
4,965
$
4,656
$
4,397
(4,283
)
(3,654
)
(4,057
)
(1,383
)
(655
)
(434
)
79
13
$
(622
)
$
360
$
(94
)
(In millions)
2008
2007
2006
$
4,225
$
3,573
$
3,437
740
1,083
960
$
4,965
$
4,656
$
4,397
Table of Contents
(In millions)
2008
2007
2006
$
(3,874
)
$
(3,231
)
$
(3,372
)
(409
)
(423
)
(685
)
$
(4,283
)
$
(3,654
)
$
(4,057
)
Table of Contents
(In millions of dollars and thousands of shares)
2008
2007
2006
$
1,490
$
606
$
470
23,201
11,073
10,265
146
559
55
23,347
11,632
10,320
(In millions of dollars and thousands of shares)
2008
2007
2006
$
32
$
47
$
42
2,001
2,723
2,783
Table of Contents
(In millions)
2008
2007
2006
$
434
$
373
$
258
131
(91
)
91
20
19
15
$
585
$
301
$
364
Table of Contents
(In millions of dollars and billions of yen)
2008
2007
2006
$
26
$
32
$
25
36
33
32
598
567
442
64.1
67.8
50.0
Table of Contents
Table of Contents
February 19, 2009
Table of Contents
February 19, 2009
Table of Contents
Consolidated Statements of Earnings
(In millions, except for share and per-share amounts)
2008
2007
2006
$
14,947
$
12,973
$
12,314
2,578
2,333
2,171
(1,007
)
28
79
36
59
52
16,554
15,393
14,616
10,499
9,285
9,016
775
640
574
1,460
1,331
1,303
1,743
1,491
1,337
29
27
19
134
120
103
4,141
3,609
3,336
14,640
12,894
12,352
1,914
2,499
2,264
636
548
419
24
317
362
660
865
781
$
1,254
$
1,634
$
1,483
$
2.65
$
3.35
$
2.99
2.62
3.31
2.95
473,405
487,869
495,614
478,815
493,971
501,827
Table of Contents
Consolidated Balance Sheets
(In millions)
2008
2007
$
35,012
$
30,511
8,047
4,089
27
28
24,436
16,819
3,985
87
61
941
1,563
68,550
57,056
920
732
650
561
8,237
6,654
597
496
377
306
$
79,331
$
65,805
Table of Contents
Consolidated Balance Sheets (continued)
December 31,
(In millions, except for share and per-share amounts)
2008
2007
$
59,310
$
45,675
3,118
2,455
874
693
2,917
1,853
66,219
50,676
1,721
1,465
1,201
2,531
1,733
808
1,818
1,530
72,692
57,010
66
66
1,184
1,054
11,306
10,637
750
129
(1,211
)
874
(121
)
(69
)
(5,335
)
(3,896
)
6,639
8,795
$
79,331
$
65,805
Table of Contents
(In millions, except for per-share amounts)
2008
2007
2006
$
66
$
66
$
65
1
66
66
66
1,054
895
791
44
74
32
40
39
34
46
46
38
1,184
1,054
895
10,637
9,304
8,048
139
(2
)
1,254
1,634
1,483
(585
)
(301
)
(364
)
11,306
10,637
9,304
934
1,426
1,957
621
75
(23
)
(2,085
)
(576
)
(467
)
(52
)
9
3
(44
)
(582
)
934
1,426
(3,896
)
(3,350
)
(2,934
)
(1,490
)
(606
)
(470
)
51
60
54
(5,335
)
(3,896
)
(3,350
)
$
6,639
$
8,795
$
8,341
Table of Contents
Consolidated Statements of Cash Flows
(In millions)
2008
2007
2006
$
1,254
$
1,634
$
1,483
(10
)
(176
)
(41
)
(462
)
(454
)
(474
)
3,235
3,194
3,304
(271
)
421
180
1,007
(28
)
(79
)
212
65
24
4,965
4,656
4,397
897
1,261
2,358
1,496
1,552
553
484
194
1
57
247
45
172
140
(4,042
)
(3,848
)
(4,402
)
(3,973
)
(2,920
)
(2,963
)
670
(23
)
193
(49
)
(46
)
(23
)
(13
)
(9
)
(3
)
$
(4,283
)
$
(3,654
)
$
(4,057
)
Table of Contents
Consolidated Statements of Cash Flows (continued)
Years Ended December 31,
(In millions)
2008
2007
2006
$
(1,490
)
$
(606
)
$
(470
)
242
382
(5
)
(247
)
(377
)
(434
)
(373
)
(258
)
471
210
217
32
47
42
43
72
30
(1,383
)
(655
)
(434
)
79
13
(622
)
360
(94
)
1,563
1,203
1,297
$
941
$
1,563
$
1,203
Supplemental disclosures of cash flow information See Note 14
Table of Contents
Consolidated Statements of Comprehensive Income
(In millions)
2008
2007
2006
$
1,254
$
1,634
$
1,483
164
(8
)
(12
)
(4,078
)
(848
)
(642
)
926
(28
)
(79
)
(2
)
(1
)
(81
)
14
5
(3,071
)
(871
)
(728
)
(1,555
)
(379
)
(241
)
(1,516
)
(492
)
(487
)
$
(262
)
$
1,142
$
996
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
(In millions)
2008
2007
2006
$
5,718
$
4,937
$
4,923
3,547
2,928
2,755
1,409
1,172
1,084
2,053
1,801
1,688
15
27
25
12,742
10,865
10,475
1,941
1,785
1,580
1,197
1,114
1,041
958
885
801
176
152
130
505
500
465
10
10
10
4,787
4,446
4,027
38
37
42
17,567
15,348
14,544
(1,007
)
28
79
85
116
87
(91
)
(99
)
(94
)
$
16,554
$
15,393
$
14,616
Table of Contents
(In millions)
2008
2007
2006
$
2,250
$
1,821
$
1,652
745
692
585
(1
)
5
2,994
2,513
2,242
(26
)
(21
)
(17
)
(42
)
(25
)
(40
)
2,926
2,467
2,185
(1,007
)
28
79
(5
)
4
$
1,914
$
2,499
$
2,264
$
1,015
$
854
$
753
111
(11
)
(39
)
(In millions)
2008
2007
$
69,141
$
54,153
9,679
10,415
166
117
78,986
64,685
8,716
10,364
(8,371
)
(9,244
)
$
79,331
$
65,805
2008
2007
2006
103.46
117.93
116.31
14.0
%
(1.4
)%
(5.5
)%
$
55
$
(10
)
$
(41
)
Table of Contents
2008
2007
91.03
114.15
25.4
%
4.3
%
$
13,312
$
2,102
13,180
2,063
(In millions)
2008
2007
$
5,944
$
6,087
(3,416
)
(3,672
)
2,528
2,415
(1,876
)
(1,496
)
$
652
$
919
(In millions)
2008
2007
2006
$
26
$
32
$
25
36
33
32
598
567
442
$
660
$
632
$
499
Table of Contents
(In millions)
2008
2007
2006
$
146
$
120
$
118
505
403
379
265
244
224
916
767
721
319
271
263
$
597
$
496
$
458
(In millions)
2008
2007
2006
$
2,204
$
1,936
$
1,782
375
372
387
3
2
2
22
45
20
2,604
2,355
2,191
26
22
20
$
2,578
$
2,333
$
2,171
Table of Contents
2008
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
11,153
$
988
$
16
$
12,125
491
8
499
2,282
188
17
2,453
253
6
259
943
37
126
854
4,667
81
686
4,062
6,183
155
576
5,762
25,972
1,463
1,421
26,014
266
6
1
271
119
1
14
106
738
7
189
556
53
37
16
1,337
34
165
1,206
366
44
9
401
2,910
107
529
2,488
4,273
182
501
3,954
10,062
381
1,445
8,998
36,034
1,844
2,866
35,012
8,400
187
1,091
7,496
294
13
307
380
136
244
9,074
200
1,227
8,047
24
5
2
27
$
45,132
$
2,049
$
4,095
$
43,086
Table of Contents
2008
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
220
$
17
$
$
237
75
1
1
75
403
295
108
3,951
168
66
4,053
3,582
93
132
3,543
12,291
147
1,195
11,243
3,714
145
84
3,775
24,236
571
1,773
23,034
200
150
50
200
150
50
$
24,436
$
571
$
1,923
$
23,084
Table of Contents
2007
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
8,438
$
621
$
36
$
9,023
272
6
278
1,741
162
31
1,872
751
54
31
774
3,814
228
112
3,930
4,406
131
271
4,266
19,422
1,202
481
20,143
376
7
1
382
128
3
5
126
502
6
14
494
92
16
76
1,007
73
13
1,067
424
80
2
502
3,157
165
106
3,216
4,291
302
88
4,505
9,977
636
245
10,368
29,399
1,838
726
30,511
3,549
123
253
3,419
263
18
245
455
8
38
425
4,267
131
309
4,089
21
8
1
28
$
33,687
$
1,977
$
1,036
$
34,628
Table of Contents
2007
Cost or
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In millions)
Cost
Gains
Losses
Value
$
175
$
$
1
$
174
43
43
403
79
324
1,937
18
66
1,889
3,069
78
69
3,078
8,976
85
644
8,417
2,196
92
42
2,246
16,799
273
901
16,171
20
20
20
20
16,819
273
901
16,191
3,985
135
186
3,934
3,985
135
186
3,934
$
20,804
$
408
$
1,087
$
20,125
Table of Contents
2008
2007
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
5.7
%
5.8
%
6.3
%
6.2
%
39.8
42.2
44.3
45.3
34.1
33.2
30.7
30.4
18.6
17.6
16.8
16.6
1.8
1.2
1.9
1.5
100.0
%
100.0
%
100.0
%
100.0
%
2008
2007
Credit
Amortized
Fair
Credit
Amortized
Fair
(In millions)
Rating
Cost
Value
Rating
Cost
Value
AA
$
10,604
$
11,533
AA
$
8,000
$
8,583
BBB
902
902
*
*
*
BBB
880
909
*
*
*
AA
856
860
*
*
*
AA
686
611
*
*
*
BBB
674
727
*
*
*
*
Less than 10% of shareholders equity at reporting date
**
For this issuer, we own more than one security with different ratings.
Table of Contents
*
Includes Trust Preferred securities
Table of Contents
(Amortized cost, in millions)
2008
2007
72.0
%
70.3
%
$
47,516
$
35,973
68.3
%
66.0
%
$
14,678
$
11,185
29.3
%
29.2
%
*
Principal payments in yen and interest payments in dollars
Table of Contents
2008
2007
Total Investments in
Total Investments in
Banks and Financial
Percentage of
Banks and Financial
Percentage of
Institutions Sector
Total Investment
Institutions Sector
Total Investment
(in millions)
Portfolio
(in millions)
Portfolio
$
19,868
28
%
$
15,948
29
%
17,793
27
15,563
28
$
6,238
9
%
$
5,549
10
%
5,960
9
5,732
11
2,542
4
2,439
5
1,780
3
2,047
4
$
28,648
41
%
$
23,936
44
%
25,533
39
23,342
43
Table of Contents
2008
2007
Par
Amortized
Fair
Par
Amortized
Fair
(In millions)
Value
Cost
Value
Value
Cost
Value
$
329
$
329
$
143
$
263
$
263
$
215
*
*
*
310
311
272
264
264
157
210
210
143
154
133
88
123
123
90
143
143
47
*
*
*
110
110
116
*
*
*
111
57
31
111
122
93
95
(1)
*
*
*
82
53
53
*
*
*
55
43
43
*
*
*
55
44
44
*
*
*
55
3
3
*
*
*
55
*
*
*
43
42
23
*
*
*
30
4
4
*
*
*
30
*
*
*
22
24
16
*
*
*
22
24
17
*
*
*
18
20
11
1
1
*
*
*
**
**
**
4
1
1
**
**
**
2
2
1
$
1,684
$
1,274
$
786
$
1,043
$
1,032
$
815
*
Investment grade at respective reporting date
**
Sold during 2008
***
Perpetual security
****
CDO security
(1)
Includes $55 million for a perpetual security
Table of Contents
(In millions)
2008
2007
2006
$
10
$
40
$
67
(265
)
(6
)
(34
)
3
17
4
(298
)
(22
)
(75
)
(625
)
29
37
(379
)
5
(374
)
43
(1
)
(1
)
(1
)
(1
)
(1
)
42
(7
)
$
(1,007
)
$
28
$
79
$
(2,134
)
$
(838
)
$
(624
)
(165
)
(35
)
(52
)
(850
)
(3
)
(3
)
(45
)
$
(3,152
)
$
(876
)
$
(721
)
Table of Contents
the severity of the decline in fair value
the length of time the fair value is below cost
issuer financial condition, including profitability and cash flows
credit status of the issuer
the issuers specific and general competitive environment
published reports
general economic environment
regulatory and legislative environment
other factors as may become available from time to time
Table of Contents
Table of Contents
Total
Less than 12 months
12 months or longer
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(In millions)
Value
Losses
Value
Losses
Value
Losses
$
77
$
1
$
76
$
1
$
1
$
803
16
309
5
494
11
69
14
28
1
41
13
406
189
284
138
122
51
26
1
26
1
60
188
56
162
4
26
101
295
75
145
26
150
812
165
566
106
246
59
2,376
83
184
2
2,192
81
106
9
101
9
5
1,780
257
571
71
1,209
186
1,528
529
830
212
698
317
10,458
1,881
2,128
152
8,330
1,729
2,166
501
1,178
241
988
260
4,342
660
420
29
3,922
631
235
136
70
46
165
90
4,284
1,091
830
89
3,454
1,002
29,629
6,016
7,706
1,409
21,923
4,607
8
2
5
1
3
1
$
29,637
$
6,018
$
7,711
$
1,410
$
21,926
$
4,608
Table of Contents
Total
Less than 12 months
12 months or longer
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(In millions)
Value
Losses
Value
Losses
Value
Losses
$
77
$
1
$
20
$
$
57
$
1
1,752
37
458
2
1,294
35
62
5
50
5
12
297
14
181
7
116
7
30
30
76
16
68
14
8
2
324
79
214
49
110
30
283
13
115
4
168
9
1,314
97
379
15
935
82
28
2
28
2
1,884
100
974
17
910
83
1,220
106
796
68
424
38
8,588
756
3,408
155
5,180
601
1,402
88
819
27
583
61
3,294
313
1,528
67
1,766
246
295
38
125
16
170
22
3,463
457
609
39
2,854
418
24,389
2,122
9,772
487
14,617
1,635
5
1
4
1
1
$
24,394
$
2,123
$
9,776
$
488
$
14,618
$
1,635
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2008
2007
Percentage of
Percentage of
Percentage of
Percentage of
Total Investments in
Total
Total Investments in
Total
an Unrealized Loss
Unrealized
an Unrealized Loss
Unrealized
Position
Losses
Position
Losses
41
%
40
%
40
%
41
%
9
8
6
3
6
12
8
19
15
20
14
22
56
%
60
%
54
%
63
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Credit
Amortized
Fair
Unrealized
(in millions)
Rating
Cost
Value
Gain (Loss)
AA
$
3,534
$
3,408
$
(126
)
A
2,599
2,448
(151
)
BBB
399
411
12
6,532
6,267
(265
)
AA
937
683
(254
)
A
1,302
891
(411
)
BBB
170
118
(52
)
BB
133
88
(45
)
2,542
1,780
(762
)
$
9,074
$
8,047
$
(1,027
)
Table of Contents
Table of Contents
(In millions)
2008
2007
$
(2,046
)
$
941
179
343
659
(410
)
(3
)
$
(1,211
)
$
874
(In years)
2008
2007
12
13
14
14
10
10
Table of Contents
Aflac Japan
Aflac U.S.
Amortized
Fair
Amortized
Fair
(In millions)
Cost
Value
Cost
Value
$
1,613
$
1,642
$
26
$
27
5,046
5,420
312
313
3,061
3,129
594
596
18,766
18,151
5,281
4,585
860
798
364
251
$
29,346
$
29,140
$
6,577
$
5,772
$
1,390
$
1,438
$
$
2,637
2,554
200
50
20,134
18,967
75
75
$
24,236
$
23,034
$
200
$
50
Aflac Japan
Aflac U.S.
Amortized
Fair
Amortized
Fair
(In millions)
Cost
Value
Cost
Value
$
290
$
284
$
15
$
7
1,017
1,095
1,839
1,944
5
2
294
307
5,320
4,213
294
195
$
8,760
$
7,843
$
314
$
204
Table of Contents
and Variable Interest Entities
2008
2007
Amortized
Fair
Amortized
Fair
(In millions)
Cost
Value
Cost
Value
$
4,458
*
$
4,372
$
3,288
*
$
3,214
$
1,842
$
1,392
$
1,591
$
1,338
908
433
494
399
517
499
359
361
1,425
932
853
760
$
3,267
**
$
2,324
$
2,444
**
$
2,098
*
Total QSPEs represent 6.4% of total debt and perpetual securities in 2008 and 6.0% in
2007.
**
Total VIEs represent 4.7% of total debt and perpetual securities in 2008 and 4.5% in 2007.
Table of Contents
Table of Contents
CDO
Amortized
Weighted-
Cost
Average
Moodys
S&P
Fitch
Category
(In Millions)
Life
Rating
Rating
Rating
$
612
6.44
Aaa
AAA
AAA
21
8.34
Aa3
AAA
AAA
55
7.96
Aaa
AAA
AA+
220
9.59
Aa3
AA
AA-
$
908
(In millions)
2008
2007
$
1,679
$
790
1,733
808
Table of Contents
Table of Contents
2008
2007
Carrying
Fair
Carrying
Fair
(In millions)
Value
Value
Value
Value
$
59,448
$
58,096
$
47,330
$
46,702
8,047
8,047
8,074
8,023
27
27
28
28
1,713
1,561
1,457
1,452
158
158
35
35
161
161
151
151
Table of Contents
(In millions)
2008
2007
$
2
$
7
(164
)
(47
)
4
5
$
(158
)
$
(35
)
Table of Contents
(In millions)
2008
2007
2006
$
(47
)
$
(17
)
$
(22
)
(122
)
(26
)
5
5
(4
)
$
(164
)
$
(47
)
$
(17
)
(In millions)
2008
2007
Fair Value
Notional Amount
Fair Value
Notional Amount
of Swaps
of Swaps
of Swaps
of Swaps
$
(104
)
$
300
$
(24
)
$
387
(54
)
370
(11
)
238
$
(158
)
$
670
$
(35
)
$
625
(In millions)
Level 1
Level 2
Level 3
Total
$
10,298
$
22,124
$
2,590
$
35,012
7,635
412
8,047
18
5
4
27
$
10,316
$
29,764
$
3,006
$
43,086
158
158
$
$
158
$
$
158
Table of Contents
Table of Contents
Fixed maturities and
Equity
(In millions)
perpetual securities
securities
Total
$
109
$
3
$
112
(57
)
(57
)
(46
)
1
(45
)
46
46
2,950
2950
$
3,002
$
4
$
3,006
$
(39
)
$
$
(39
)
Table of Contents
Table of Contents
2008
2007
(In millions)
Japan
U.S.
Japan
U.S.
$
4,269
$
2,385
$
3,857
$
2,168
658
578
555
539
(405
)
(370
)
(318
)
(322
)
1,122
175
$
5,644
$
2,593
$
4,269
$
2,385
(In millions)
2008
2007
2006
$
86
$
83
$
82
118
95
88
$
204
$
178
$
170
(In millions)
2008
2007
2006
$
57
$
51
$
44
17
14
15
$
74
$
65
$
59
*
Aflac Japan accounted for $43 in 2008, $37 in 2007 and $33 in 2006.
Table of Contents
(In millions)
2008
2007
2006
$
68
$
51
$
8
9
8
7
1
1
$
78
$
59
$
16
Table of Contents
Liability Amounts
Interest Rates
Policy Issue
Year of
In 20
(In millions)
Year
2008
2007
Issue
Years
2005 - 2008
$
527
$
284
1.5 - 2.5
%
1.5 - 2.5
%
1999 - 2008
9,558
6,345
3.0
3.0
1997 - 1999
3,415
2,650
3.5
3.5
1995 - 1996
367
283
4.0
4.0
1994 - 1996
4,908
3,810
4.5
4.5
1987 - 1994
21,734
17,100
5.25 - 5.5
5.25 - 5.5
1978 - 1986
5,233
4,208
6.5 - 6.75
5.5
1974 - 1979
1,015
859
7.0
5.0
2005 - 2008
1,562
1,107
5.5
5.5
1998 - 2004
1,048
1,023
7.0
7.0
1988 - 2004
1,016
1,057
8.0
6.0
1986 - 2004
1,405
1,377
6.0
6.0
1985 - 1986
25
25
6.5
6.5
1981 - 1986
203
210
7.0
5.5
Other
30
31
2007 - 2008
197
41
2.75
2.75
2006 - 2008
301
130
2.5
2.5
2001 - 2008
746
485
1.65 - 1.85
1.65 - 1.85
1999 - 2008
1,592
1,155
3.0
3.0
1997 - 2008
779
619
3.5
3.5
1994 - 1996
1,177
948
4.0
4.0
1985 - 1993
2,316
1,798
5.25 - 5.65
5.25 - 5.65
1956 - 2008
156
130
4.0 - 6.0
4.0 - 6.0
$
59,310
$
45,675
Table of Contents
(In millions)
2008
2007
2006
$
2,332
$
2,293
$
2,375
6,127
5,225
5,045
(253
)
(401
)
(516
)
5,874
4,824
4,529
4,177
3,600
3,435
1,476
1,257
1,162
5,653
4,857
4,597
406
72
(14
)
2,959
2,332
2,293
159
123
97
$
3,118
$
2,455
$
2,390
(In millions)
2008
2007
$
450
$
450
165
131
110
88
220
175
439
350
329
263
8
8
$
1,721
$
1,465
Table of Contents
Capitalized
Total
Long-term
Lease
Notes
(In millions)
Debt
Obligations
Payable
$
450
$
3
$
453
439
3
442
385
1
386
329
1
330
110
110
$
1,713
$
8
$
1,721
Table of Contents
(In millions)
Japan
U.S.
Total
$
409
$
227
$
636
109
(85
)
24
$
518
$
142
$
660
$
450
$
98
$
548
222
95
317
$
672
$
193
$
865
$
398
$
21
$
419
229
133
362
$
627
$
154
$
781
(In millions)
2008
2007
2006
$
670
$
875
$
792
(27
)
(23
)
(21
)
11
11
10
6
2
$
660
$
865
$
781
Table of Contents
(In millions)
2008
2007
2006
$
660
$
865
$
781
(457
)
(82
)
10
(29
)
5
3
(716
)
(291
)
(226
)
(353
)
(10
)
(28
)
(1,555
)
(378
)
(241
)
(16
)
(51
)
(18
)
(25
)
$
(911
)
$
436
$
497
Table of Contents
(In millions)
2008
2007
$
2,356
$
1,847
92
6
112
528
155
143
735
302
185
3,358
3,103
128
102
48
56
172
44
43
65
49
1,189
106
76
184
57
131
85
76
229
416
2,372
884
986
2,219
215
312
$
1,201
$
2,531
Table of Contents
(in millions)
2008
2007
$
50
*
$
43
*
18
18
(11
)
(11
)
$
57
*
$
50
*
*
Amounts do not include tax deductions of $14 at January 1, 2007,
$18 at December 31, 2007, and $20 at
December 31, 2008.
Table of Contents
(In thousands of shares)
2008
2007
2006
658,604
655,715
654,522
1,431
2,889
1,193
660,035
658,604
655,715
172,074
163,165
155,628
23,201
11,073
10,265
146
559
55
(1,523
)
(1,400
)
(1,461
)
(413
)
(1,206
)
(1,240
)
(65
)
(117
)
(82
)
193,420
172,074
163,165
466,615
486,530
492,550
(In thousands)
2008
2007
2006
2,179
1,695
1,795
(In thousands of shares)
2008
2007
2006
473,405
487,869
495,614
5,410
6,102
6,213
478,815
493,971
501,827
Table of Contents
Table of Contents
(In millions, except for per-share amounts)
2008
2007
2006
$
42
$
42
$
35
42
42
35
29
29
25
$
.06
$
.06
$
.05
.06
.06
.05
2008
2007
2006
7.0
7.4
6.7
25.0
%
25.0
%
28.0
%
.8
.8
.8
3.5
4.7
4.5
1.3
1.3
1.1
Table of Contents
Stock
Weighted-Average
Option
Exercise Price
(In thousands of shares)
Shares
Per Share
19,981
$
27.40
2,456
45.08
(90
)
39.72
(2,241
)
18.61
20,106
30.48
1,244
49.35
(133
)
43.64
(4,640
)
20.94
16,577
34.46
1,703
59.78
(146
)
44.69
(1,798
)
25.91
16,336
$
37.95
(In thousands of shares)
2008
2007
2006
12,382
12,653
16,094
Table of Contents
(In thousands of shares)
Options Outstanding
Options Exercisable
Wgtd.-Avg.
Wgtd.-Avg.
Wgtd.-Avg.
Range of
Stock Option
Remaining
Exercise
Stock Option
Exercise
Exercise Prices
Shares
Contractual
Price
Shares
Price
Per Share
Outstanding
Life (Yrs.)
Per Share
Exercisable
Per Share
$21.16 - $23.87
2,587
1.4
$
23.10
2,587
$
23.10
24.00 - 30.38
2,291
2.5
27.57
2,291
27.57
30.57 - 38.74
2,906
4.5
33.01
2,906
33.01
38.75 - 42.85
2,571
5.5
39.88
2,534
39.85
43.07 - 47.25
3,120
7.3
44.73
1,493
44.41
47.32 - 67.67
2,861
8.7
55.59
571
48.95
$21.16 - $67.67
16,336
5.2
$
37.95
12,382
$
33.44
(in millions)
2008
2007
2006
$
59
$
154
$
62
38
52
38
23
51
19
Table of Contents
Weighted-Average
Grant-Date
Fair Value
(In thousands of shares)
Shares
Per Share
270
$
39.58
357
46.96
(8
)
42.92
(6
)
38.75
613
43.84
391
48.43
(21
)
45.88
(9
)
42.06
974
45.65
302
61.00
(17
)
52.86
(262
)
39.95
997
$
51.68
Table of Contents
(In millions)
2008
2007
$
7,985
$
9,050
1,835
(1,283
)
(8,111
)
(6,540
)
2,474
1,928
593
1,813
(175
)
(760
)
$
4,601
$
4,208
Table of Contents
In Dollars
In Yen
(In millions of dollars and billions of yen)
2008
2007
2006
2008
2007
2006
$
598
$
567
$
442
64.1
67.8
50.0
2008
2007
(In millions)
Japan
U.S.
Japan
U.S.
$
64
$
102
$
36
$
47
(5
)
1
(4
)
1
2
2
$
61
$
103
$
34
$
48
Table of Contents
2008
2007
(In millions)
Japan
U.S.
Japan
U.S.
$
17
$
57
$
2
$
(11
)
(2
)
(2
)
(1
)
(4
)
$
15
$
55
$
1
$
(15
)
Table of Contents
2008
2007
(In millions)
Japan
U.S.
Japan
U.S.
$
125
$
186
$
110
$
184
11
10
9
10
3
11
3
10
(1
)
(2
)
(14
)
(2
)
(4
)
(2
)
(4
)
33
5
169
201
125
186
79
150
66
126
(16
)
(48
)
8
14
30
11
20
(2
)
(4
)
(2
)
(4
)
19
4
94
128
79
150
$
(75
)
$
(73
)
$
(46
)
$
(36
)
$
146
$
151
$
106
$
139
2008
2007
Japan
U.S.
Japan
U.S.
30
%
61
%
36
%
61
%
70
34
64
34
1
1
4
4
100
%
100
%
100
%
100
%
Table of Contents
(In millions)
Japan
U.S.
$
4
$
4
5
5
5
5
6
6
6
7
36
48
Table of Contents
2008
2007
2006
(In millions)
Japan
U.S.
Japan
U.S.
Japan
U.S.
$
11
$
10
$
9
$
10
$
8
$
9
3
11
3
10
3
9
(2
)
(12
)
(2
)
(10
)
(1
)
(7
)
2
2
1
4
2
3
$
14
$
11
$
11
$
14
$
12
$
14
2.50
%
6.00
%
2.50
%
5.50
%
2.50
%
5.50
%
2.50
6.25
2.50
6.00
2.50
5.50
2.50
8.00
2.50
8.00
2.50
8.00
N/A
*
4.00
N/A
*
4.00
N/A
*
4.00
*
Not applicable
Table of Contents
(In millions)
$
63
31
14
12
12
41
$
173
Table of Contents
(In millions)
2008
2007
2006
$
765
$
416
$
569
27
26
15
752
22
1
3
1
9
131
91
43
38
35
20
19
15
2
2
2
Table of Contents
March 31,
June 30,
September 30,
December 31,
(In millions, except for per-share amounts)
2008
2008
2008
2008
$
3,635
$
3,684
$
3,647
$
3,981
627
637
637
677
(7
)
(1
)
(597
)
(402
)
12
16
4
4
4,267
4,336
3,691
4,260
3,541
3,596
3,543
3,959
726
740
148
301
252
257
48
104
$
474
$
483
$
100
$
197
$
.99
$
1.02
$
.21
$
.42
.98
1.00
.21
.42
March 31,
June 30,
September 30,
December 31,
2007
2007
2007
2007
$
3,156
$
3,162
$
3,260
$
3,395
566
572
592
604
13
15
1
(1
)
16
15
8
20
3,751
3,764
3,861
4,018
3,115
3,129
3,219
3,433
636
635
642
585
220
220
222
203
$
416
$
415
$
420
$
382
$
.85
$
.85
$
.86
$
.79
.84
.84
.85
.78
Table of Contents
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Table of Contents
179
180
Table of Contents
Table of Contents
Page(s) | ||||
(a) 1. FINANCIAL STATEMENTS
|
||||
|
||||
Included in Part II, Item 8, of this report:
|
||||
Aflac Incorporated and Subsidiaries:
|
||||
96 | ||||
|
||||
97 | ||||
|
||||
98 | ||||
|
||||
100 | ||||
|
||||
101 | ||||
|
||||
103 | ||||
|
||||
104 | ||||
177 | ||||
|
||||
2. FINANCIAL STATEMENT SCHEDULES
|
||||
|
||||
Included in Part IV of this report:
|
||||
187 | ||||
188 | ||||
194 | ||||
195 |
181
| should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; | ||
| have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; | ||
| may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and | ||
| were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
182
3.0
|
- | Articles of Incorporation, as amended incorporated by reference from Form 10-Q for June 30, 2008, Exhibit 3.0 (File No. 001-07434). | |||
- | Bylaws of the Corporation, as amended, effective February 10, 2009. | ||||
4.0
|
- | There are no long-term debt instruments in which the total amount of securities authorized exceeds 10% of the total assets of Aflac Incorporated and its subsidiaries on a consolidated basis. We agree to furnish a copy of any long-term debt instrument to the Securities and Exchange Commission upon request. | |||
10.0
|
* | - | American Family Corporation Retirement Plan for Senior Officers, as amended and restated October 1, 1989 incorporated by reference from 1993 Form 10-K, Exhibit 10.2 (File No. 001-07434). | ||
* | - | Amendment to American Family Corporation Retirement Plan for Senior Officers, dated December 8, 2008. | |||
10.2
|
* | - | Aflac Incorporated Supplemental Executive Retirement Plan, as amended April 1, 2003 - incorporated by reference from 2003 Form 10-K, Exhibit 10.4 (File No. 001-07434). | ||
10.3
|
* | - | Third Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, dated January 1, 2007 incorporated by reference from Form 10-Q for March 31, 2007, Exhibit 10.2 (File No. 001-07434). | ||
10.4
|
* | - |
Fourth Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, dated
December 6, 2007 incorporated by reference from 2007 Form 10-K, Exhibit 10.3 (File No. 001-07434). |
||
* | - | Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009. | |||
10.6
|
* | - | Aflac Incorporated Executive Deferred Compensation Plan, as amended, effective January 1, 1999 incorporated by reference from Form S-8 Registration Statement No. 333-135327, Exhibit 4.1. | ||
10.7
|
* | - | Fourth Amendment to the Aflac Incorporated Executive Deferred Compensation Plan (incorporated by reference from Form S-8 Registration Statement No. 333-135327, Exhibit 4.1), dated December 29, 2005 incorporated by reference from 2005 Form 10-K, Exhibit 10.30 (File No. 001-07434). | ||
10.8
|
* | - | Fifth Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, dated June 27, 2007 incorporated by reference from Form 10-Q for June 30, 2007, Exhibit 10.5 (File No. 001-07434). | ||
* | - | Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective January 1, 2009. | |||
10.10
|
* | - | Aflac Incorporated Amended and Restated 2009 Management Incentive Plan incorporated by reference from the 2008 Shareholders Proxy Statement, Appendix B (File No. 001-07434). | ||
* | - | First Amendment to the Aflac Incorporated Amended and Restated 2009 Management Incentive Plan, dated December 19, 2008. | |||
10.12
|
* | - | Aflac Incorporated Sales Incentive Plan incorporated by reference from 2007 Form 10-K, Exhibit 10.8 (File No. 001-07434). |
183
10.13
|
* | - | 1999 Aflac Associate Stock Bonus Plan, as amended, dated February 11, 2003 incorporated by reference from 2002 Form 10-K, Exhibit 99.2 (File No. 001-07434). | ||
10.14
|
* | - | Aflac Incorporated 1997 Stock Option Plan incorporated by reference from the 1997 Shareholders Proxy Statement, Appendix B (File No. 001-07434). | ||
10.15
|
* | - | Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the Aflac Incorporated 1997 Stock Option Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.5 (File No. 001-07434). | ||
10.16
|
* | - | Form of Officer Stock Option Agreement (Incentive Stock Option) under the Aflac Incorporated 1997 Stock Option Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.6 (File No. 001-07434). | ||
10.17
|
* | - | Notice of grant of stock options and stock option agreement to officers under the Aflac Incorporated 1997 Stock Option Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.7 (File No. 001-07434). | ||
10.18
|
* | - | 2004 Aflac Incorporated Long-Term Incentive Plan, dated May 3, 2004 incorporated by reference from the 2004 Notice and Proxy Statement, Exhibit B (File No. 001-07434). | ||
10.19
|
* | - | First Amendment to the 2004 Aflac Incorporated Long-Term Incentive Plan, dated May 2, 2005 - incorporated by reference from Form 10-Q for March 31, 2005, Exhibit 10.1 (File No. 001-07434). | ||
10.20
|
* | - | Second Amendment to the 2004 Aflac Incorporated Long-Term Incentive Plan, dated February 14, 2006 incorporated by reference from Form 10-Q for March 31, 2006, Exhibit 10.32 (File No. 001-07434). | ||
* | - | Third Amendment to the 2004 Aflac Incorporated Long-Term Incentive Plan, dated December 19, 2008. | |||
10.22
|
* | - | Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.1 (File No. 001-07434). | ||
10.23
|
* | - | Notice of grant of stock options to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.2 (File No. 001-07434). | ||
10.24
|
* | - | Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.3 (File No. 001-07434). | ||
10.25
|
* | - | Notice of restricted stock award to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.4 (File No. 001-07434). | ||
10.26
|
* | - |
Form of Officer Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term
Incentive
Plan incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.1 (File No. 001-07434). |
||
10.27
|
* | - | Notice of restricted stock award to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.2 (File No. 001-07434). | ||
10.28
|
* | - | Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.3 (File No. 001-07434). |
184
10.29
|
* | - | Form of Officer Stock Option Agreement (Incentive Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.4 (File No. 001-07434). | ||
10.30
|
* | - | Notice of grant of stock options to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.5 (File No. 001-07434). | ||
10.31
|
* | - | Aflac Incorporated Employment Agreement with Daniel P. Amos, dated August 1, 1993 - incorporated by reference from 1993 Form 10-K, Exhibit 10.4 (File No. 001-07434). | ||
* | - | Amendment to Aflac Incorporated Employment Agreement with Daniel P. Amos, dated December 8, 2008. | |||
10.33
|
* | - | Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated February 14, 1992, and as amended November 12, 1993 incorporated by reference from 1993 Form 10-K, Exhibit 10.6 (File No. 001-07434). | ||
* | - | Amendment to Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated November 3, 2008. | |||
* | - | Amendment to Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated December 19, 2008. | |||
10.36
|
* | - | Aflac Incorporated Employment Agreement with Akitoshi Kan, dated April 1, 2001, and amended February 1, 2005 incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.1 (File No. 001-07434). | ||
10.37
|
* | - | Aflac Incorporated Retirement Agreement with Akitoshi Kan, dated August 12, 2008 - incorporated by reference from Form 10-Q for September, 30 2008, Exhibit 10.30. | ||
10.38
|
* | - | Aflac Incorporated Employment Agreement with Paul S. Amos II, dated January 1, 2005 - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.2 (File No. 001-07434). | ||
* | - | Amendment to Aflac Incorporated Employment Agreement with Paul S. Amos II, dated December 19, 2008. | |||
* | - | Aflac Incorporated Employment Agreement with Joey Loudermilk, dated September 12, 1994, and as amended December 10, 2008. | |||
* | - | Aflac Incorporated Employment Agreement with Tohru Tonoike, effective February 1, 2007. | |||
10.42
|
* | - | Aflac Retirement Agreement with E. Stephen Purdom, dated February 15, 2000 incorporated by reference from 2000 Form 10-K, Exhibit 10.13 (File No. 001-07434). | ||
10.43
|
* | - | Aflac Consulting Arrangement with E. Stephen Purdom incorporated by reference from 2007 Form 10-K, Exhibit 10.33 (File No. 001-07434). | ||
10.44
|
* | - | Aflac Incorporated Accelerated Share Repurchase Agreement with Merrill Lynch, Pierce, Fenner & Smith, dated February 4, 2008 incorporated by reference from Form 8-K dated February 6, 2008, Exhibit 10.1 (File No. 001-07434). | ||
10.45
|
* | - | Aflac Incorporated Share Repurchase Agreement with Goldman, Sachs & Co., dated August 26, 2008 incorporated by reference from Form 8-K dated August 26, 2008, Exhibit 10.1 (File No. 001-07434). | ||
- | Statement regarding the computation of per-share earnings for the Registrant. | ||||
- | Statement regarding the computation of ratio of earnings to fixed charges for the Registrant. | ||||
- | Subsidiaries. |
185
- | Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-135324 with respect to the Aflac Incorporated 401(k) Savings and Profit Sharing Plan. | |||
|
- | Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-27883 with respect to the Aflac Incorporated 1997 Stock Option Plan. | ||
|
- | Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-135327 with respect to the Aflac Incorporated Executive Deferred Compensation Plan. | ||
|
- | Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-115105 with respect to the 2004 Aflac Incorporated Long-Term Incentive Plan. | ||
|
- | Consent of independent registered public accounting firm, KPMG LLP, to Form S-3 Registration Statement No. 333-155678 with respect to the AFL Stock Plan. | ||
- | Power of attorney, dated February 10, 2009. | |||
- | Power of attorney, dated February 10, 2009. | |||
- | Certification of CEO dated February 19, 2009, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |||
- | Certification of CFO dated February 19, 2009, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |||
- | Certification of CEO and CFO dated February 19, 2009, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Management contract or compensatory plan agreement |
186
187
Years ended December 31, | ||||||||||||
(In millions) | 2008 | 2007 | 2006 | |||||||||
Revenues:
|
||||||||||||
Dividends from subsidiaries*
|
$ | 1,062 | $ | 1,363 | $ | 667 | ||||||
Management and service fees from
subsidiaries*
|
71 | 80 | 68 | |||||||||
Investment income
|
20 | 31 | 16 | |||||||||
Interest from subsidiaries*
|
6 | 6 | 5 | |||||||||
Realized investment gains (losses)
|
(4 | ) | | | ||||||||
Change in fair value of the interest rate
component of the cross-currency swaps
|
(5 | ) | 4 | | ||||||||
Other income (loss)
|
| | 2 | |||||||||
Total revenues
|
1,150 | 1,484 | 758 | |||||||||
Operating expenses:
|
||||||||||||
Interest expense
|
26 | 21 | 17 | |||||||||
Other operating expenses
|
61 | 57 | 59 | |||||||||
Total operating expenses
|
87 | 78 | 76 | |||||||||
Earnings before income taxes and equity in
undistributed earnings of subsidiaries
|
1,063 | 1,406 | 682 | |||||||||
Income tax expense (benefit):
|
||||||||||||
Current
|
(2 | ) | 1 | | ||||||||
Deferred
|
(3 | ) | (2 | ) | (2 | ) | ||||||
Total income taxes
|
(5 | ) | (1 | ) | (2 | ) | ||||||
Earnings before equity in undistributed
earnings of subsidiaries
|
1,068 | 1,407 | 684 | |||||||||
Equity in undistributed earnings of subsidiaries*
|
186 | 227 | 799 | |||||||||
Net earnings
|
$ | 1,254 | $ | 1,634 | $ | 1,483 | ||||||
* | Eliminated in consolidation | |
See the accompanying Notes to Condensed Financial Statements. | ||
See the accompanying Report of Independent Registered Public Accounting Firm. |
188
December 31, | ||||||||
(In millions, except for share and per-share amounts) | 2008 | 2007 | ||||||
Assets
:
|
||||||||
Investments and cash:
|
||||||||
Fixed maturity securities available for sale, at fair value
(amortized cost $111 in 2008 and $109 in 2007) |
$ | 100 | $ | 105 | ||||
Investments in subsidiaries*
|
8,078 | 9,127 | ||||||
Other investments
|
7 | 8 | ||||||
Cash and cash equivalents
|
258 | 1,034 | ||||||
Total investments and cash
|
8,443 | 10,274 | ||||||
Due from subsidiaries*
|
131 | 90 | ||||||
Other assets
|
84 | 66 | ||||||
Total assets
|
$ | 8,658 | $ | 10,430 | ||||
Liabilities and Shareholders Equity:
|
||||||||
Liabilities:
|
||||||||
Notes payable
|
$ | 1,713 | $ | 1,457 | ||||
Employee benefit plans
|
222 | 171 | ||||||
Income taxes
|
(238 | ) | (66 | ) | ||||
Other liabilities
|
322 | 73 | ||||||
Total liabilities
|
2,019 | 1,635 | ||||||
Shareholders Equity:
|
||||||||
Common stock of $.10 par value. In thousands: authorized
1,900,000 shares in 2008 and 1,000,000 shares in
2007; issued 660,035 shares in 2008 and 658,604
shares in 2007
|
66 | 66 | ||||||
Additional paid-in capital
|
1,184 | 1,054 | ||||||
Retained earnings
|
11,306 | 10,637 | ||||||
Accumulated other comprehensive income:
|
||||||||
Unrealized foreign currency translation gains
|
750 | 129 | ||||||
Unrealized gains (losses) on investment securities
|
(1,211 | ) | 874 | |||||
Pension liability adjustment
|
(121 | ) | (69 | ) | ||||
Treasury stock, at average cost
|
(5,335 | ) | (3,896 | ) | ||||
Total shareholders equity
|
6,639 | 8,795 | ||||||
Total liabilities and shareholders equity
|
$ | 8,658 | $ | 10,430 | ||||
* | Eliminated in consolidation |
189
Years ended December 31, | ||||||||||||
(In millions) | 2008 | 2007 | 2006 | |||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings
|
$ | 1,254 | $ | 1,634 | $ | 1,483 | ||||||
Adjustments to reconcile net earnings to net cash
provided from operating activities:
|
||||||||||||
Equity in undistributed earnings of subsidiaries*
|
(187 | ) | (227 | ) | (799 | ) | ||||||
Other, net
|
25 | 26 | 23 | |||||||||
Net cash provided by operating activities
|
1,092 | 1,433 | 707 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Fixed maturity securities sold
|
1 | 8 | | |||||||||
Fixed maturity securities purchased
|
(8 | ) | (14 | ) | (4 | ) | ||||||
Other investments sold (purchased)
|
1 | (1 | ) | | ||||||||
Other, net
|
| 1 | | |||||||||
Net cash used by investing activities
|
(6 | ) | (6 | ) | (4 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Purchases of treasury stock
|
(1,490 | ) | (606 | ) | (470 | ) | ||||||
Proceeds from borrowings
|
| 242 | 382 | |||||||||
Principal payments under debt obligations
|
| (242 | ) | (355 | ) | |||||||
Dividends paid to shareholders
|
(434 | ) | (373 | ) | (258 | ) | ||||||
Treasury stock reissued
|
75 | 85 | 77 | |||||||||
Proceeds from exercise of stock options
|
27 | 24 | 15 | |||||||||
Net change in amount due to/from subsidiaries*
|
(40 | ) | (26 | ) | 7 | |||||||
Other, net
|
| | 5 | |||||||||
Net cash used by financing activities
|
(1,862 | ) | (896 | ) | (597 | ) | ||||||
Net change in cash and cash equivalents
|
(776 | ) | 531 | 106 | ||||||||
Cash and cash equivalents, beginning of year
|
1,034 | 503 | 397 | |||||||||
Cash and cash equivalents, end of year
|
$ | 258 | $ | 1,034 | $ | 503 | ||||||
* | Eliminated in consolidation |
190
Years ended December 31, | ||||||||||||
(In millions) | 2008 | 2007 | 2006 | |||||||||
Net earnings
|
$ | 1,254 | $ | 1,634 | $ | 1,483 | ||||||
Other comprehensive income (loss) before income taxes:
|
||||||||||||
Foreign currency translation adjustments:
|
||||||||||||
Change in unrealized foreign currency translation
gains (losses) during
year parent only
|
(378 | ) | (81 | ) | (1 | ) | ||||||
Equity in change in unrealized foreign currency
translation gains (losses) of subsidiaries during year
|
542 | 73 | (11 | ) | ||||||||
Unrealized gains (losses) on investment securities:
|
||||||||||||
Unrealized holding gains (losses) during
year parent only
|
(7 | ) | (2 | ) | (2 | ) | ||||||
Equity in unrealized gains (losses) on investment
securities held by subsidiaries
|
(4,071 | ) | (846 | ) | (640 | ) | ||||||
Equity in reclassification adjustment for realized
(gains) losses of subsidiaries included in net earnings
|
926 | (28 | ) | (79 | ) | |||||||
Unrealized gains (losses) on derivatives:
|
||||||||||||
Unrealized holding gains (losses) during year
|
(2 | ) | (1 | ) | | |||||||
Pension liability adjustment during year
|
(81 | ) | 14 | 5 | ||||||||
Total other comprehensive income (loss) before income
taxes
|
(3,071 | ) | (871 | ) | (728 | ) | ||||||
Income tax expense (benefit) related to items of other
comprehensive
income (loss) |
(1,555 | ) | (379 | ) | (241 | ) | ||||||
Other comprehensive income (loss), net of income taxes
|
(1,516 | ) | (492 | ) | (487 | ) | ||||||
Total comprehensive income (loss)
|
$ | (262 | ) | $ | 1,142 | $ | 996 | |||||
191
(In millions) | 2008 | 2007 | ||||||
6.50% senior notes due April 2009
|
$ | 450 | $ | 450 | ||||
Yen-denominated Uridashi notes:
|
||||||||
1.52% notes due September 2011 (principal amount 15 billion yen)
|
165 | 131 | ||||||
2.26% notes due September 2016 (principal amount 10 billion yen)
|
110 | 88 | ||||||
Variable interest rate notes due September 2011 (1.23% at December 2008,
principal amount 20 billion yen)
|
220 | 175 | ||||||
Yen-denominated Samurai notes:
|
||||||||
.71% notes due July 2010 (principal amount 40 billion yen)
|
439 | 350 | ||||||
1.87% notes due June 2012 (principal amount 30 billion yen)
|
329 | 263 | ||||||
Total notes payable
|
$ | 1,713 | $ | 1,457 | ||||
192
(In millions) | 2008 | 2007 | 2006 | |||||||||
Interest paid
|
$ | 27 | $ | 21 | $ | 17 | ||||||
Noncash financing activities:
|
||||||||||||
Treasury shares issued
|
20 | 19 | 15 | |||||||||
193
Deferred Policy | Future Policy | Other | ||||||||||||||
Acquisition | Benefits & Unpaid | Unearned | Policyholders | |||||||||||||
(In millions) | Costs | Policy Claims | Premiums | Funds | ||||||||||||
2008:
|
||||||||||||||||
Aflac Japan
|
$ | 5,644 | $ | 56,051 | $ | 764 | $ | 2,651 | ||||||||
Aflac U.S.
|
2,593 | 6,375 | 110 | 265 | ||||||||||||
All other
|
| 2 | | 1 | ||||||||||||
Total
|
$ | 8,237 | $ | 62,428 | $ | 874 | $ | 2,917 | ||||||||
2007:
|
||||||||||||||||
Aflac Japan
|
$ | 4,269 | $ | 42,314 | $ | 584 | $ | 1,797 | ||||||||
Aflac U.S.
|
2,385 | 5,814 | 109 | 56 | ||||||||||||
All other
|
| 2 | | | ||||||||||||
Total
|
$ | 6,654 | $ | 48,130 | $ | 693 | $ | 1,853 | ||||||||
Net | Amortization of | Other | ||||||||||||||||||||||
Premium | Investment | Benefits and | Deferred Policy | Operating | Premiums | |||||||||||||||||||
(In millions) | Revenue | Income | Claims | Acquisition Costs | Expenses | Written | ||||||||||||||||||
2008:
|
||||||||||||||||||||||||
Aflac Japan
|
$ | 10,674 | $ | 2,053 | $ | 7,972 | $ | 405 | $ | 2,115 | $ | 10,786 | ||||||||||||
Aflac U.S.
|
4,272 | 505 | 2,527 | 370 | 1,145 | 4,277 | ||||||||||||||||||
All other
|
1 | 20 | | | 106 | | ||||||||||||||||||
Total
|
$ | 14,947 | $ | 2,578 | $ | 10,499 | $ | 775 | $ | 3,366 | $ | 15,063 | ||||||||||||
2007:
|
||||||||||||||||||||||||
Aflac Japan
|
$ | 9,037 | $ | 1,801 | $ | 6,935 | $ | 318 | $ | 1,791 | $ | 9,069 | ||||||||||||
Aflac U.S.
|
3,936 | 500 | 2,350 | 322 | 1,081 | 3,946 | ||||||||||||||||||
All other
|
| 32 | | | 97 | | ||||||||||||||||||
Total
|
$ | 12,973 | $ | 2,333 | $ | 9,285 | $ | 640 | $ | 2,969 | $ | 13,015 | ||||||||||||
2006:
|
||||||||||||||||||||||||
Aflac Japan
|
$ | 8,762 | $ | 1,688 | $ | 6,847 | $ | 284 | $ | 1,691 | $ | 8,834 | ||||||||||||
Aflac U.S.
|
3,552 | 465 | 2,169 | 290 | 983 | 3,562 | ||||||||||||||||||
All other
|
| 18 | | | 88 | | ||||||||||||||||||
Total
|
$ | 12,314 | $ | 2,171 | $ | 9,016 | $ | 574 | $ | 2,762 | $ | 12,396 | ||||||||||||
194
Percentage | ||||||||||||||||||||
Ceded to | Assumed | of Amount | ||||||||||||||||||
Gross | Other | from Other | Net | Assumed | ||||||||||||||||
(In millions) | Amount | Companies | companies | Amount | to Net | |||||||||||||||
2008:
|
||||||||||||||||||||
Life insurance in force
|
$ | 123,200 | $ | 3,728 | $ | | $ | 119,472 | | % | ||||||||||
Premiums:
|
||||||||||||||||||||
Health insurance
|
$ | 13,363 | $ | 2 | $ | | $ | 13,361 | | % | ||||||||||
Life insurance
|
1,598 | 12 | | 1,586 | | |||||||||||||||
Total earned premiums
|
$ | 14,961 | $ | 14 | $ | | $ | 14,947 | | % | ||||||||||
2007:
|
||||||||||||||||||||
Life insurance in force
|
$ | 98,027 | $ | 2,884 | $ | | $ | 95,143 | | % | ||||||||||
Premiums:
|
||||||||||||||||||||
Health insurance
|
$ | 11,650 | $ | | $ | | $ | 11,650 | | % | ||||||||||
Life insurance
|
1,335 | 12 | | 1,323 | | |||||||||||||||
Total earned premiums
|
$ | 12,985 | $ | 12 | $ | | $ | 12,973 | | % | ||||||||||
2006:
|
||||||||||||||||||||
Life insurance in force
|
$ | 87,855 | $ | 2,515 | $ | | $ | 85,340 | | % | ||||||||||
Premiums:
|
||||||||||||||||||||
Health insurance
|
$ | 11,100 | $ | | $ | | $ | 11,100 | | % | ||||||||||
Life insurance
|
1,224 | 10 | | 1,214 | | |||||||||||||||
Total earned premiums
|
$ | 12,324 | $ | 10 | $ | | $ | 12,314 | | % | ||||||||||
195
196
197
Aflac Incorporated
February 19, 2009
By:
/s/
Daniel P. Amos
(Daniel P. Amos)
Chief Executive Officer,
Chairman of the Board of Directors
February 19, 2009
/s/
Kriss Cloninger III
(Kriss Cloninger III)
President, Chief Financial Officer,
Treasurer and Director
February 19, 2009
/s/
Ralph A. Rogers, Jr.
(Ralph A. Rogers, Jr.)
Senior Vice President, Financial
Services; Chief Accounting Officer
Table of Contents
/s/ Daniel P. Amos
Director
*
Director
/s/ Paul S. Amos II
Director
*
Director
*
Director
*
Director
*
Director
*
Director
*
Director
*
Director
*
Director
*
Director
*
Director
/s/ Marvin R. Schuster
Director
*
Director
/s/ Robert L. Wright
Director
* By:
/s/
Daniel P. Amos
Name:
Daniel P. Amos
Attorney-in-fact
A. | Type of Plan. Aflac sponsors the Plan, a nonqualified plan providing deferred retirement benefits for certain specified senior officers. | |
B. | New Legal Requirements. Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), requires that all nonqualified plans providing deferred compensation (such as the Plan) be amended no later than December 31, 2008 (with a January 1, 2009 effective date), to comply with the requirements of Section 409A. | |
C. | Purpose. The purpose of this Amendment is to bring the Plan into compliance with the requirements of Section 409A. |
1. | Section I of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
2. | Section IV.A of the Plan hereby is amended by replacing the colon at the end of the third sentence thereof with a period, and by adding to said section, immediately following the third sentence thereof, the following: |
3. | Section IV.A(1) of the Plan hereby is amended by adding to said section, immediately following the language therein, the following: |
4. | Section IV.A(2) of the Plan hereby is amended by deleting said section in its entirety and by replacing it with the following: |
2. | FULL RETIREMENT WITH SURVIVING SPOUSE BENEFIT . |
5. | Section IV.B of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
6. | Section IV.C of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
7. | Section IV.D of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
8. | Section IV.E of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
9. | Section V.A of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
10. | Section V.E of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
11. | Section V.H of the Plan hereby is amended by deleting said section in its entirety and by replacing it with the following: |
(1) | Leaves of Absence. The employment relationship is treated as continuing intact while the Participant 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 Participant 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 Participant will return to perform services for an affiliate. If the period of leave exceeds six (6) months and the Participant 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 Participant to be unable to perform the duties of 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 a Participant performs services both as an employee and an independent contractor, such Participant 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 a Participant 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 Participant has a Separation from Service as an employee for purposes of the Plan. | ||
(3) | Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the affiliates and the Participant reasonably anticipate that (a) no further services will be performed after a certain date, or (b) the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50 percent 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 (or the full period of services to all affiliates if the Participant has been providing services to all affiliates less than thirty-six (36) months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant 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 Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise |
terminated employment as described in subsection H(1) above, for purposes of this subsection the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant 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 (or shorter) period). |
(4) | Affiliate. For purposes of determining whether a Separation from Service has occurred, the term affiliate shall include the Company and all entities that would be treated as a single employer with the Company under Sections 414(b) or (c) of the Internal Revenue Code of 1986, as amended, but substituting at least 50 percent instead of at least 80 percent each place it appears in applying such rules. |
12. | Section V.I of the Plan hereby is amended by deleting said section in its entirety and by replacing it with the following: |
13. | Section V of the Plan hereby is amended by adding thereto, immediately following the language therein, the following: |
Participant | Aflac Incorporated | ||||
|
|||||
/s/ Daniel P. Amos
|
By: | /s/ Kriss Cloninger III | |||
|
|||||
Daniel P. Amos
|
Kriss Cloninger III | ||||
|
President & Chief Financial Officer | ||||
|
|||||
/s/ Martin Durant
|
Attest: | /s/ Joey M. Loudermilk | |||
|
|||||
Witness
|
Joey M. Loudermilk
Corporate Secretary |
Page | ||||
ARTICLE 1 DEFINITIONS
|
1 | |||
1.1 Actuarial Equivalent
|
1 | |||
1.2 Administrative Committee
|
1 | |||
1.3 Affiliate
|
1 | |||
1.4 Annual Compensation
|
1 | |||
1.5 Annual Retirement Benefit
|
1 | |||
1.6 Average Annual Compensation
|
1 | |||
1.7 Benefit Commencement Date
|
2 | |||
1.8 Board
|
2 | |||
1.9 Cause
|
2 | |||
1.10 Change in Control
|
2 | |||
1.11 Code
|
4 | |||
1.12 Company
|
4 | |||
1.13 Compensation Committee
|
4 | |||
1.14 Confidential Information
|
4 | |||
1.15 Delayed Early Retirement Date
|
5 | |||
1.16 Disability or Disabled
|
5 | |||
1.17 Early Retirement Date
|
5 | |||
1.18 Effective Date
|
5 | |||
1.19 Eligible Employee
|
5 | |||
1.20 Employment Date
|
5 | |||
1.21 ERISA
|
5 | |||
1.22 FICA Tax
|
5 | |||
1.23 Final Base Pay
|
5 | |||
1.24 Good Reason
|
6 | |||
1.25 Grandfathered Participant
|
7 | |||
1.26 Joint Annuitant
|
7 | |||
1.27 Joint and 50%, 75% or 100% Survivor Annuity
|
7 | |||
1.28 Key Employee
|
7 | |||
1.29 Normal Retirement Date
|
7 | |||
1.30 Participant
|
7 | |||
1.31 Participation Date
|
7 | |||
1.32 Pension Plan
|
7 | |||
1.33 Pension Plan Benefit
|
8 | |||
1.34 Plan
|
8 | |||
1.35 Qualifying Termination
|
8 |
i
Page | ||||
1.36 Separate from Service or Separation from Service
|
8 | |||
(a) Leaves of Absence
|
8 | |||
(b) Status Change
|
8 | |||
(c) Termination of Employment
|
8 | |||
1.37 Single Life Annuity
|
9 | |||
1.38 Surviving Spouse
|
9 | |||
1.39 Total Payments
|
9 | |||
1.40 Trade Secret
|
9 | |||
1.41 Year of Employment
|
9 | |||
1.42 Year of Participation
|
10 | |||
|
||||
ARTICLE 2 ELIGIBILITY AND PARTICIPATION
|
11 | |||
2.1 Selection of Participants
|
11 | |||
2.2 Cessation of Participation
|
11 | |||
(a) Cessation in General
|
11 | |||
(b) Reduced Officer Status
|
11 | |||
2.3 Termination of Employment Before Early
Retirement Date; Removal from Participation
|
11 | |||
(a) Termination Before Early Retirement Date
|
11 | |||
(b) Removal from Participation
|
12 | |||
|
||||
ARTICLE 3 AMOUNT OF AND ENTITLEMENT TO BENEFITS
|
13 | |||
3.1 Eligibility For Benefits
|
13 | |||
3.2 Normal Retirement Benefit
|
13 | |||
(a) General Formula
|
13 | |||
(b) Grandfathered Benefits
|
13 | |||
3.3 Delayed Early Retirement Benefit
|
13 | |||
(a) General Formula
|
13 | |||
(b) Grandfathered Benefits
|
13 | |||
3.4 Early Retirement Benefit
|
14 | |||
(a) General Formula
|
14 | |||
(b) Grandfathered Benefits
|
14 | |||
3.5 Reduced Early Retirement Benefit
|
14 | |||
3.6 Termination
|
14 | |||
3.7 Change in Control
|
15 | |||
(a) General
|
15 | |||
(b) Restriction on Changes
|
15 | |||
(c) Termination Within Two Years After a Change in Control
|
15 | |||
(d) Termination or Removal More Than Two Years After a Change in Control
|
16 | |||
(e) Limitations on Payments
|
16 | |||
3.8 Noncompetition
|
17 | |||
3.9 Confidential Information
|
17 | |||
3.10 Consultation
|
17 |
ii
Page | ||||
ARTICLE 4 PAYMENT OF BENEFIT
|
18 | |||
4.1 General
|
18 | |||
4.2 Timing and Form of Payment
|
18 | |||
(a) Timing of Distribution
|
18 | |||
(b) Forms of Payment
|
18 | |||
(c) Optional Forms of Payments
|
18 | |||
(d) Cash-Out Payment of Benefit
|
19 | |||
(e) Cash Payments
|
19 | |||
4.3 Change in Control
|
19 | |||
4.4 Death Benefit
|
19 | |||
4.5 Offset for Obligations to the Company
|
19 | |||
4.6 Taxes
|
20 | |||
(a) Amounts Payable Whether or Not the Participant is in Pay Status
|
20 | |||
(b) Amounts Payable Only if the Benefit is in Pay Status
|
20 | |||
4.7 No Acceleration of Payments
|
20 | |||
|
||||
ARTICLE 5 CLAIMS
|
21 | |||
5.1 Rights
|
21 | |||
5.2 Claim Procedure
|
21 | |||
(a) Generally
|
21 | |||
(b) Claims Based on an Independent Determination of Disability
|
21 | |||
5.3 Review Procedure
|
22 | |||
(a) Appeal
|
22 | |||
(b) Claims Based on an Independent Determination of Disability
|
22 | |||
5.4 Satisfaction of Claims
|
23 | |||
|
||||
ARTICLE 6 SOURCE OF FUNDS
|
24 | |||
6.1 Source of Funds
|
24 | |||
(a) Allocation among Affiliates
|
24 | |||
(b) General Creditors
|
24 | |||
6.2 Funding Prohibition under Certain Circumstances
|
24 | |||
|
||||
ARTICLE 7 ADMINISTRATIVE AND COMPENSATION COMMITTEES
|
25 | |||
7.1 Action of Administrative Committee
|
25 | |||
7.2 Rights and Duties of Administrative Committee
|
25 | |||
7.3 Rights and Duties of Compensation Committee
|
25 | |||
7.4 Compensation, Indemnity and Liability
|
26 | |||
|
||||
ARTICLE 8 AMENDMENT AND TERMINATION
|
27 | |||
8.1 Amendments
|
27 | |||
8.2 Termination of Plan
|
27 | |||
(a) Freezing
|
27 | |||
(b) Termination
|
27 | |||
|
||||
ARTICLE 9 MISCELLANEOUS
|
28 |
iii
Page | ||||
9.1 Taxation
|
28 | |||
9.2 No Employment Contract
|
28 | |||
9.3 Headings
|
28 | |||
9.4 Gender and Number
|
28 | |||
9.5 Successors
|
28 | |||
9.6 Legal Expenses
|
28 | |||
9.7 Assignment of Benefits
|
29 | |||
9.8 Legally Incompetent
|
29 | |||
9.9 Governing Law
|
29 |
iv
1
2
3
4
5
6
7
8
9
10
11
12
(i) | 60 % of the Participants Average Annual Compensation; and | ||
(ii) | the Participants Pension Plan Benefit. |
(i) | 65 % of the Participants Final Base Pay; and | ||
(ii) | the Participants Pension Plan Benefit. |
(i) | 50 % of the Participants Average Annual Compensation; and | ||
(ii) | the Participants Pension Plan Benefit. |
13
(i) | 50% of the Participants Final Base Pay; and | ||
(ii) | the Participants Pension Plan Benefit. |
(i) | 40% of the Participants Average Annual Compensation; and | ||
(ii) | the Participants Pension Plan Benefit. |
(i) | 50% of the Participants Final Base Pay; and | ||
(ii) | the Participants Pension Plan Benefit. |
14
15
16
17
(i) | Single Life Annuity. | ||
(ii) | Joint and 50% Survivor Annuity. |
18
(iii) | Joint and 75% Survivor Annuity. | ||
(iv) | Joint and 100% Survivor Annuity. |
19
20
21
22
23
24
25
26
27
28
29
|
Aflac Incorporated | |||||
|
||||||
|
By: |
/s/ Daniel P. Amos
|
||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
||||||
|
Joey M. Loudermilk | |||||
|
Corporate Secretary |
30
|
As amended and restated | |
|
effective January 1, 2009 |
Page | ||||
ARTICLE I DEFINITIONS
|
1 | |||
1.1 Account
|
1 | |||
1.2 Administrative Committee
|
1 | |||
1.3 Affiliate
|
1 | |||
1.4 Annual Bonus
|
1 | |||
1.5 Annual Bonus Contributions
|
1 | |||
1.6 Annual Bonus Election
|
1 | |||
1.7 Base Salary
|
2 | |||
1.8 Base Salary Contributions
|
2 | |||
1.9 Beneficiary
|
2 | |||
1.10 Board
|
2 | |||
1.11 Business Day
|
2 | |||
1.12 Change in Control
|
2 | |||
(a) General Definition
|
2 | |||
(b) Payment Definition Under Code Section 409A
|
3 | |||
1.13 Code
|
5 | |||
1.14 Company Stock
|
5 | |||
1.15 Company Stock Fund
|
5 | |||
1.16 Company Stock Unit
|
6 | |||
1.17 Compensation Committee
|
6 | |||
1.18 Controlling Company
|
6 | |||
1.19 Deferral Contributions
|
6 | |||
1.20 Discretionary Contributions
|
6 | |||
1.21 Effective Date
|
6 | |||
1.22 Eligible Employee
|
6 | |||
1.23 Eligible TD Participant
|
6 | |||
1.24 ERISA
|
6 | |||
1.25 FICA Tax
|
6 | |||
1.26 Financial Hardship
|
6 | |||
1.27 Investment Election
|
7 | |||
1.28 Investment Funds
|
7 | |||
1.29 Key Employee
|
7 | |||
1.30 Matching Contributions
|
7 | |||
1.31 Participating Company
|
7 | |||
1.32 Participant
|
7 | |||
1.33 Payment Date
|
7 | |||
1.34 Plan
|
8 | |||
1.35 Plan Year
|
8 |
i
Page | ||||
1.36 Post 409A Account
|
8 | |||
1.37 Pre-409A Account
|
8 | |||
1.38 Salary Deferral Election
|
8 | |||
1.39 Separate from Service or Separation from Service
|
8 | |||
(a) Leaves of Absence
|
8 | |||
(b) Status Change
|
8 | |||
(c) Termination of Employment
|
9 | |||
1.40 Stock Option Contributions
|
9 | |||
1.41 Surviving Spouse
|
9 | |||
1.42 Trust or Trust Agreement
|
9 | |||
1.43 Trust Fund
|
9 | |||
1.44 Trustee
|
9 | |||
1.45 Valuation Date
|
10 | |||
|
||||
ARTICLE II ELIGIBILITY AND PARTICIPATION
|
11 | |||
2.1 Eligibility
|
11 | |||
(a) Annual Participation
|
11 | |||
(b) Interim Plan Year Participation
|
11 | |||
2.2 Procedure for Admission
|
11 | |||
2.3 Cessation of Eligibility
|
11 | |||
|
||||
ARTICLE III PARTICIPANTS ACCOUNTS; DEFERRALS AND CREDITING
|
12 | |||
3.1 Participants Accounts
|
12 | |||
(a) Establishment of Accounts
|
12 | |||
(b) Nature of Contributions and Accounts
|
12 | |||
(c) Several Liabilities
|
12 | |||
(d) General Creditors
|
12 | |||
3.2 Deferral Contributions
|
12 | |||
(a) Effective Date
|
13 | |||
(b) Term and Irrevocability of Election
|
13 | |||
(c) Amount
|
14 | |||
(d) Crediting of Deferral Contributions
|
14 | |||
3.3 Matching Contributions
|
15 | |||
(a) Matching Contributions for Territory Directors
|
15 | |||
(b) Other Matching Contributions
|
15 | |||
3.4 Discretionary Contributions
|
15 | |||
3.5 Debiting of Distributions
|
15 | |||
3.6 Crediting of Earnings
|
16 | |||
(a) General Rule
|
16 | |||
(b) Cash Dividends
|
16 | |||
(c) Adjustments for Stock Dividends and Splits
|
16 | |||
3.7 Value of Account
|
17 | |||
(a) General Rule
|
17 | |||
(b) Value of Company Stock
|
17 | |||
3.8 Vesting
|
18 | |||
(a) General
|
18 | |||
(b) Change in Control
|
18 |
ii
Page | ||||
(c) Individual Agreements
|
18 | |||
3.9 Notice to Participants of Account Balances
|
18 | |||
3.10 Good Faith Valuation Binding
|
18 | |||
3.11 Errors and Omissions in Accounts
|
18 | |||
|
||||
ARTICLE IV INVESTMENT FUNDS
|
19 | |||
4.1 Selection by Administrative Committee
|
19 | |||
4.2 Participant Direction of Deemed Investments
|
19 | |||
(a) Nature of Participant Direction
|
19 | |||
(b) Investment of Contributions
|
19 | |||
(c) Investment of Existing Account Balances
|
19 | |||
(d) Administrative Committee Discretion
|
20 | |||
|
||||
ARTICLE V PAYMENT OF POST-409A ACCOUNT BALANCES
|
21 | |||
5.1 Amount of Benefit Payments for Post-409A Account
|
21 | |||
5.2 Timing and Form of Distribution of Post-409A Account
|
21 | |||
(a) Timing of Distributions
|
21 | |||
(b) Form of Distribution for Post-409A Account Balances
|
21 | |||
(c) Modifications of Form and Timing
|
22 | |||
(d) Medium of Payment
|
23 | |||
(e) Order of Distribution
|
23 | |||
(f) Cash-out
|
23 | |||
5.3 Change in Control
|
24 | |||
5.4 Death Benefits
|
24 | |||
5.5 Distribution of Post-409A Account Discretionary Contributions
|
24 | |||
(a) Participant Election
|
24 | |||
(b) No Deferral Election
|
25 | |||
5.6 Hardship Withdrawals
|
25 | |||
5.7 Taxes
|
26 | |||
(a) Amounts Payable Whether or Not Account is in Pay Status
|
26 | |||
(b) Amounts Payable Only if Account is in Pay Status
|
26 | |||
5.8 Offset of Post-409A Account by Amounts Owed to the Company
|
26 | |||
5.9 No Acceleration of Post-409A Account Payments
|
26 | |||
|
||||
ARTICLE VI PAYMENT OF PRE-409A ACCOUNT BALANCES
|
27 | |||
6.1 Benefit Payments of Pre-409A Accounts Upon Termination of Service for Reasons Other Than Death
|
27 | |||
(a) General Rule Concerning Benefit Payments
|
27 | |||
(b) Timing of Distribution
|
27 | |||
6.2 Form of Distribution for Pre-409A Account
|
28 | |||
(a) Single-Sum Payment
|
28 | |||
(b) Annual Installments
|
28 | |||
(c) Multiple Forms of Distribution
|
28 | |||
(d) Change in Control
|
28 | |||
(e) Form of Assets
|
29 | |||
(f) Order of Distribution
|
29 | |||
6.3 Death Benefits
|
29 |
iii
Page | ||||
6.4 In-Service Distributions
|
29 | |||
(a) Hardship Distributions
|
29 | |||
(b) Distributions with Forfeiture
|
29 | |||
6.5 Taxes
|
30 | |||
|
||||
ARTICLE VII CLAIMS
|
31 | |||
7.1 Rights
|
31 | |||
7.2 Claim Procedure
|
31 | |||
(a) Initial Claim
|
31 | |||
(b) Appeal
|
31 | |||
7.3 Satisfaction of Claims
|
32 | |||
|
||||
ARTICLE VIII SOURCE OF FUNDS; TRUST
|
33 | |||
8.1 Source of Funds
|
33 | |||
8.2 Trust
|
33 | |||
(a) Establishment
|
33 | |||
(b) Distributions
|
33 | |||
(c) Status of the Trust
|
33 | |||
(d) Change in Control
|
33 | |||
8.3 Funding Prohibition under Certain Circumstances
|
34 | |||
|
||||
ARTICLE IX ADMINISTRATIVE COMMITTEE
|
35 | |||
9.1 Action
|
35 | |||
9.2 Rights and Duties
|
35 | |||
9.3 Compensation, Indemnity and Liability
|
36 | |||
|
||||
ARTICLE X AMENDMENT AND TERMINATION
|
37 | |||
10.1 Amendments
|
37 | |||
10.2 Termination of Plan
|
37 | |||
(a) Freezing
|
37 | |||
(b) Termination
|
37 | |||
|
||||
ARTICLE XI MISCELLANEOUS
|
38 | |||
11.1 Beneficiary Designation
|
38 | |||
(a) General
|
38 | |||
(b) No Designation or Designee Dead or Missing
|
38 | |||
11.2 Distribution Pursuant to Domestic Relations Order
|
38 | |||
11.3 Taxation
|
38 | |||
11.4 Elections Prior to 2009
|
39 | |||
11.5 No Employment Contract
|
39 | |||
11.6 Headings
|
39 | |||
11.7 Gender and Number
|
39 | |||
11.8 Assignment of Benefits
|
39 | |||
11.9 Legally Incompetent
|
39 | |||
11.10 Governing Law
|
40 |
iv
Page | ||||
EXHIBIT A
|
A-1 |
v
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
|
Aflac Incorporated | |||||
|
||||||
|
By: | /s/ Daniel P. Amos | ||||
|
|
|||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
|
|||||
|
Corporate Secretary |
40
Company Names | Effective Date | |
Communicorp, Inc.
|
Original Effective Date of the Plan | |
|
||
American Family Life Assurance Company of New York
|
Original Effective Date of the Plan | |
|
||
AFLAC International, Inc.
|
Original Effective Date of the Plan | |
|
||
American Family Life Assurance Company of Columbus
|
Original Effective Date of the Plan |
A-1
1. | Section 5 shall be amended by deleting the first sentence thereof and replacing it with the following: |
2. | The definition of Change in Control, commencing in the second paragraph of Section 6(f), shall be deleted and replaced with the following: |
2
3
|
Aflac Incorporated | |||||
|
||||||
|
By: |
/s/ Daniel P. Amos
|
||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
||||||
|
Joey M. Loudermilk | |||||
|
Corporate Secretary |
4
1. | The definition of Change in Control in Section 2 shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing provisions of this definition, Change in Control with respect to any Award shall mean a Change in Control as defined in the Agreement relating to such Award if different from the foregoing. | ||
2. | The definition of Disability in Section 2 shall be amended to read as follows: | |
Disability shall mean (i) any physical or mental condition that would qualify a Participant for a disability benefit under any long-term disability plan maintained by the Company (or by any Affiliate by which he is employed); or (ii) when used in connection with the exercise of an Incentive Stock Option following termination of employment, disability within the meaning of Section 22(e)(3) of the Code. Notwithstanding the foregoing provisions of this definition, Disability with respect to any Award shall mean a Disability as defined in the Agreement relating to such Award if different from the foregoing. | ||
3. | The definition of Fair Market Value in Section 2 shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing provisions of this definition, to the extent necessary to comply with Section 409A in order to avoid the imposition of penalties or interest in respect thereof, Fair Market Value shall be determined in a manner consistent with Section 409A. |
4. | Section 2 shall be amended to add the following definitions thereto: | |
Section 409A shall mean Section 409A of the Code and all applicable regulations and guidance issued thereunder. | ||
Separation from Service or Separate from Service shall mean a separation from service as defined in Section 409A. | ||
5. | Section 3(c) shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing, any actions taken under this Section 3(c) shall be made in a manner consistent with Section 409A, including without limitation any restrictions with regard to the adjustment of stock options and stock appreciation rights that are considered exempt from Section 409A. | ||
6. | Section 3(d) shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing, any actions taken under this Section 3(d) shall be made in a manner consistent with Section 409A, including without limitation any restrictions with regard to the adjustment of stock options and stock appreciation rights that are considered exempt from Section 409A. | ||
7. | Section 4(b) shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing, any actions taken under this Section 4(b) shall be made in a manner consistent with Section 409A, including without limitation any restrictions with regard to the adjustment of stock options and stock appreciation rights that are considered exempt from Section 409A. | ||
8. | Section 7(a) shall be amended by adding the following at the end thereof: | |
Nonqualified Stock Options and Stock Appreciation Rights may be granted only with respect to service recipient stock as such term is used in Section 409A. | ||
9. | Section 8(e) shall be amended to read as follows: | |
(e) Dividends on Restricted Stock . Dividends on Restricted Stock shall be payable at the time and pursuant to the payment schedule specified by the Committee at the time of grant in the Agreement relating to such Award, subject to the requirements of Section 409A to the extent applicable, or, if the Committee does not provide a time and schedule of payment at the time of grant, any dividends shall be payable in a lump sum on the date the dividend on Company Stock is payable to shareholders generally. | ||
10. | Section 9(b) shall be amended to read as follows: | |
(b) Issuance of Shares . No shares of Company Stock (or other property) shall be issued at the time Restricted Stock Units are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units and no later than 30 days thereafter (or at such later time as may be determined by the Committee and specified at the time of grant in the Agreement relating to such Award, in accordance with the requirements of Section |
2
409A to the extent applicable), shares of Company Stock shall be issued to the holder of the Restricted Stock Units and evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. | ||
11. | Section 11(b) shall be amended by deleting therein the words or the Committee in its sole discretion determines otherwise. | |
12. | Section 19 shall be amended by adding the following at the end thereof: | |
Notwithstanding the foregoing provisions of this Section 19, no amendment, alteration, suspension, discontinuance or termination may be made that would cause a Participant to become subject to tax under Section 409A(a)(1). | ||
13. | Section 31 shall be amended to read as follows: | |
31. Interpretation . The Plan is designed and intended to comply with Rule 16b-3 and, to the extent applicable, with Section 162(m) and Section 409A of the Code, and all provisions hereof shall be construed in a manner to so comply. Headings to Sections of the Plan are intended for convenience of reference only and shall have no affect on the interpretation of the Plan. | ||
14. | A new Section 33 shall be added to the Plan to read as follows: | |
33. Code Section 409A . It is the intent of the Company that the Plan shall be administered in accordance with Section 409A, to the extent applicable, and shall not cause the acceleration of (or the imposition of additional) taxes provided for in Section 409A. Awards and other grants or payments under the Plan shall be made, paid out and/or modified in a manner intended to avoid resulting in the acceleration of taxation (or the imposition of penalty taxation) under Section 409A upon a Participant. Notwithstanding anything in the Plan to the contrary, with respect to any Awards or other grants or payments that provide nonqualified deferred compensation subject to Section 409A, no payment to a specified employee (as such term is defined in Section 409A) upon Separation from Service, to the extent required under Section 409A, shall be made before six (6) months after the date on which the Separation from Service occurs. All distributions under the Plan shall be made in the form of a single sum, unless otherwise specified under the terms of the Plan or by the Committee at the time of grant. |
|
Aflac Incorporated | |||||
|
||||||
|
By: |
/s/ Daniel P. Amos
|
||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
||||||
|
Joey M. Loudermilk | |||||
|
Corporate Secretary |
3
1. | Paragraph 7 shall be amended by adding at the end thereof the following: | ||
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). | |||
2. | Paragraph 8 shall be amended by adding at the end thereof the following: | ||
Any reimbursements made pursuant to the preceding sentence shall be paid as soon as practicable but no later than 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. |
Page 1 of 6
Page 2 of 6
Page 3 of 6
Page 4 of 6
Page 5 of 6
Employee
|
Aflac Incorporated | |||||
|
||||||
/s/ Daniel P. Amos
|
By: |
/s/ Kriss Cloninger III
|
||||
|
President & Chief Financial Officer | |||||
|
||||||
/s/ Martin Durant
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
||||||
Witness
|
Joey M. Loudermilk | |||||
|
Corporate Secretary |
Page 6 of 6
Employee
|
Aflac Incorporated | |||||
|
||||||
/s/ Kriss Cloninger III
|
By: |
/s/ Daniel P. Amos
|
||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
/s/ Thomas L. McDaniel
|
Attest: | /s/ Joey M. Loudermilk | ||||
|
||||||
Witness
|
Joey M. Loudermilk | |||||
|
Corporate Secretary |
(i) | Adding at the beginning thereof the following: | ||
upon Employees separation from service (as defined in Paragraph 13.E below), | |||
(ii) | Adding at the end thereof the following: | ||
provided further, such amount (if any) payable for the period after the date of Employees actual termination of employment (his Actual Termination Date) will be paid in a timely manner in accordance with Corporations normal payroll practices; and provided further, to the extent any amount payable for the period after his Actual Termination Date is not exempt from Section 409A, such amount |
will be paid in a single lump sum upon the day after the six (6)-month anniversary of his separation from service; |
(i) | Adding at the beginning thereof the following: | ||
upon Employees separation from service,
|
|||
(ii) | Adding at the end thereof a new (unnumbered) paragraph as follows: | ||
Notwithstanding the foregoing, after Employees 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 Corporations 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 clauses (i) and
(ii) of this paragraph below, to the extent applicable, up to the end of
the scheduled term of this Agreement.
|
(i) | Changing the cross reference therein from subparagraph G to subparagraph F, | ||
(ii) | Adding at the end thereof the following: | ||
; provided, if Employees 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, to the extent any amount of such lump-sum amount 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 Employees separation from service. |
Employee
|
Aflac Incorporated | |||||
|
||||||
/s/ Kriss Cloninger III
|
By: |
/s/ Daniel P. Amos
|
||||
|
Chairman and Chief Executive Officer | |||||
|
||||||
/s/ Thomas L. McDaniel
|
Attest: |
/s/ Joey M. Loudermilk
|
||||
|
Corporate Secretary |
Page 12 of 12
1. | Paragraph 7 shall be amended by adding at the end thereof the following: | ||
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). | |||
2. | Paragraph 8 shall be amended by adding at the end thereof the following: | ||
Any reimbursements made pursuant to the preceding sentence shall be paid as soon as practicable but no later than 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. |
3. | Paragraph 10 shall be amended by adding a new (unnumbered) paragraph at the end thereof to read as follows: | ||
Any expense reimbursements made to satisfy the terms of this Paragraph 10 shall be paid as soon as practicable but no later than 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 |
Page 1 of 11
Page 2 of 11
Page 3 of 11
(i) | Adding at the beginning thereof the following: | ||
upon Employees separation from service, | |||
(ii) | Adding at the end thereof a new (unnumbered) paragraph as follows: | ||
Notwithstanding the foregoing, after Employees 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 Corporations 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. |
Page 4 of 11
Page 5 of 11
Page 6 of 11
17. | Paragraph 14 shall be amended by adding to the end thereof the following: | ||
If upon Employees death Employee was not eligible for (at least) an early retirement benefit under SERP, benefits will be payable under the SERP the amount of which shall be determined as if Employees date of death was his Early Retirement Date (as such term is defined in SERP); provided, these provisions shall not affect the timing or form of his SERP distributions, which shall be determined solely under the terms of the SERP. |
Page 7 of 11
20. | Paragraph 18.B(4) shall be amended by adding to the end thereof the following: | ||
; 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 Employees separation from service. |
Page 8 of 11
Page 9 of 11
Page 10 of 11
Employee
|
Aflac Incorporated | |||||||
|
||||||||
/s/ Paul S. Amos II
|
By: |
/s/ Daniel P. Amos
|
||||||
|
Chairman and Chief Executive Officer | |||||||
|
||||||||
/s/ Brooke Backenson
|
Attest: |
/s/ Joey M. Loudermilk
|
||||||
Witness
|
Joey M. Loudermilk | |||||||
|
Corporate Secretary |
Page 11 of 11
/s/ Joey M. Loudermilk (L.S.)
|
AFLAC INCORPORATED | |||||||
JOEY M. LOUDERMILK
EMPLOYEE |
||||||||
|
BY: | /s/ Daniel P. Amos | ||||||
|
||||||||
|
DANIEL P. AMOS
CHIEF EXECUTIVE OFFICER |
ATTEST: | /s/ Kathelen V. Spencer | |||
KATHELEN V. SPENCER | ||||
ASSISTANT CORPORATE SECRETARY | ||||
AFLAC INCORPORATED
|
/s/ Joey M. Loudermilk | (L.S.) | ||
|
||||
|
JOEY M. LOUDERMILK |
BY: | /s/ Daniel P. Amos | |||
DANIEL P. AMOS, | ||||
Chief Executive Officer | ||||
/s/ Lawanda G. Lugo | ||||
Witness |
ATTEST: | /s/ Kathelen V. Spencer | |||
KATHELEN V. SPENCER, | ||||
Secretary |
1. | Subparagraph B(3) of Paragraph 18 shall be stricken in its entirety and the following paragraph substituted therefore: |
(3) | In consideration for the Employees obligations under subparagraph G to refrain from competing with the Corporation and 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 Termination Date, a lump sum payment, in cash, equal to three (3) times the sum of (i) Employees 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 Corporations 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. |
2. | A new subparagraph G shall be added for Paragraph 18 as follows: |
(G) | In consideration for the payments received by Employee under subparagraph (B)(3) above, for a period of three (3) years following the Termination Date, Employee shall not directly or indirectly compete with the Corporation, its subsidiaries or affiliates by acting in a management or executive capacity with respect to the life, accident and health insurance business as an officer, director, employee, owner, partner, advisor or consultant within the United States of America (excluding any state in which Corporation, its subsidiaries, and affiliates have not been engaged in business activities within one (1) year prior to the Termination Date), the country of Japan or within two hundred (200) miles of any office of the Corporation, its subsidiaries or affiliates outside the United States of America or Japan which was in existence, or in the process of being established, at the time of Employees termination of employment. Provided, however, it is agreed that Employee may invest in the publicly traded securities of any corporation, partnership or trust which is in competition with Corporation so long as such investment does not exceed three percent (3%) of such securities at any time. It is specifically agreed that if the Employee engages in any such prohibited activity at any time during said three (3) year period, the Corporation shall, in addition to any other rights it may have under this contract and applicable law, be entitled to injunctive relief or, if the Corporation shall so elect, (due to the difficulty of determining damages and without regard to whether injunctive relief would be available to the Corporation) be entitled to liquidated damages in an amount equal to the aggregate payments received by Employee under subparagraph B(3) above, which Employee agrees to promptly pay to the Corporation upon demand. |
3. | Except as specifically set forth in this Amendment, said Employment5 Agreement (as previously amended) between the parties dated September 12, 1994 shall continue in full force and effect and is hereby reaffirmed, it being the sole intent of the parties to make only the amendments set forth hereinabove. |
AFLAC INCORPORATED
|
/s/ Joey M. Loudermilk | (L.S.) | ||
|
||||
|
JOEY M. LOUDERMILK |
BY: | /s/ Daniel P. Amos | |||
DANIEL P. AMOS, | ||||
Chief Executive Officer |
/s/ Lawanda G. Lugo | ||||
WITNESS |
ATTEST: | /s/ Kathelen V. Spencer | |||
KATHELEN V. SPENCER, | ||||
Assistant Secretary |
1. | Paragraph 7 shall be amended by adding at the end thereof the following: | ||
Amounts payable to Employee under the Management Incentive Plan (or any successor 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 program). | |||
2. | Paragraph 8 shall be amended by adding at the end thereof the following: | ||
Any reimbursements made pursuant to the preceding sentence shall be paid as soon as practicable but no later than 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. | |||
3. | Paragraph 10 shall be amended by adding a new (unnumbered) paragraph at the end thereof to read as follows: |
4. | Paragraph 12 shall be amended by deleting the fourth paragraph thereof and replacing it with a new fourth paragraph to read as follows: |
5. | Paragraph 13.A(1)(a) shall be amended by: |
(i) | Adding at the beginning thereof the following: | ||
upon Employees separation from service (as defined in Paragraph 13.E below), | |||
(ii) | Adding at the end thereof the following: | ||
provided further, such amount (if any) payable for the period after the date of Employees actual termination of employment (his Actual Termination Date) will be paid in a timely manner in accordance with Corporations normal payroll practices; and provided further, to the extent any amount payable for the period after his Actual Termination Date is not exempt from Section 409A, such amount will be paid in a single lump sum upon the day after the six (6)-month anniversary of his separation from service; |
6. | Paragraph 13.A(1)(b) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
7. | Paragraph 13.A(1)(d) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
8. | Paragraphs 13.A(2)(a) and (b) shall be amended by deleting said paragraphs in their entirety and replacing them with the following: |
9. | Paragraph 13.A(2)(d) shall be amended by: |
(i) | Adding, at the beginning thereof the following: | ||
upon Employees separation from service, | |||
(ii) | Adding at the end thereof a new (unnumbered) paragraph as follows: | ||
Notwithstanding the foregoing, after Employees 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 Corporations 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 clauses (i) and (ii) of this paragraph below, to the extent applicable, up to the end of the scheduled term of this Agreement. |
10. | Paragraphs 13.B(1)(a) and (b) shall be amended by deleting said paragraphs in their entirety and by replacing them with the following: |
11. | Paragraph 13.B(1)(d) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
12. | Paragraph 13.B(2) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
13. | Paragraph 13.B(3)(a) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
14. | Paragraph 13.D shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
15. | Paragraph 13 shall be amended by adding at the end thereof new paragraphs 13.E and 13.F as follows: |
16. | Paragraph 14 shall be amended by deleting the last sentence thereof and replacing it with the following: |
17. | Paragraph 18.B(1) shall be amended by deleting the first word of said paragraph and replacing it with the following: |
18. | Paragraph 18.B(3) shall be amended by adding at the end thereof the following: |
19. | Paragraph 18.B(4) shall be amended by adding at the end thereof the following: |
20. | Subparagraph 18.B(5) shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
21. | Paragraph 18.D shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
22. | Paragraph 18.E shall be amended by deleting said paragraph in its entirety and replacing it with the following: |
23. | Paragraph 18 shall be further amended by deleting in its entirety subparagraph F thereof. | ||
24. | A new Paragraph 26 shall be added after Paragraph 25 as follows: |
25. | Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms and continue to bind the parties. | ||
26. | This Amendment shall be effective as of January 1, 2009. |
Employee | Aflac Incorporated | |||||
|
||||||
/s/ Joey M. Loudermilk
|
By: | /s/ Daniel P. Amos | ||||
|
||||||
Joey M. Loudermilk
|
Daniel P. Amos
Chairman and Chief Executive Officer |
|||||
|
||||||
/s/ Lawanda Lugo
|
Attest: | /s/ J. Matthew Loudermilk | ||||
|
||||||
Witness
|
J. Matthew Loudermilk
Assistant Corporate Secretary |
1
2
3
4
5
6
7
8
9
10
/s/ Tohru Tonoike | (L.S.) | |||
TOHRU TONOIKE | ||||
EMPLOYEE | ||||
By: | /s/ Kriss Cloninger, III | |||
KRISS CLONINGER, III | ||||
EXECUTIVE VICE PRESIDENT and
CHIEF FINANCIAL OFFICER |
||||
ATTEST: | /s/ Joey M. Loudermilk | |||
JOEY M. LOUDERMILK | ||||
CORPORATE SECRETARY | ||||
11
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Numerator (In millions):
|
||||||||||||||||||||
Basic and diluted: net earnings
applicable to common stock
|
$ | 1,254 | $ | 1,634 | $ | 1,483 | $ | 1,483 | $ | 1,266 | ||||||||||
|
||||||||||||||||||||
Denominator (In thousands):
|
||||||||||||||||||||
Weighted-average outstanding
shares used in the computation
of earnings per share basic
|
473,405 | 487,869 | 495,614 | 500,939 | 507,333 | |||||||||||||||
Dilutive effect of share-based awards
|
5,410 | 6,102 | 6,213 | 6,765 | 9,088 | |||||||||||||||
Weighted-average outstanding
shares used in the computation
of earnings per share diluted
|
478,815 | 493,971 | 501,827 | 507,704 | 516,421 | |||||||||||||||
|
||||||||||||||||||||
Earnings per share:
|
||||||||||||||||||||
Basic
|
$ | 2.65 | $ | 3.35 | $ | 2.99 | $ | 2.96 | $ | 2.49 | ||||||||||
Diluted
|
2.62 | 3.31 | 2.95 | 2.92 | 2.45 | |||||||||||||||
(In thousands) | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 29,114 | $ | 26,612 | $ | 19,347 | $ | 22,515 | $ | 22,997 | ||||||||||
Interest on investment-
type contracts
|
22,421 | 15,822 | 12,250 | 9,436 | 6,607 | |||||||||||||||
Rental expense deemed
interest
|
1,394 | 1,032 | 894 | 605 | 615 | |||||||||||||||
Total fixed charges
|
$ | 52,928 | $ | 43,466 | $ | 32,491 | $ | 32,556 | $ | 30,219 | ||||||||||
|
||||||||||||||||||||
Earnings before income tax*
|
$ | 1,914,878 | $ | 2,498,691 | $ | 2,263,789 | $ | 2,226,305 | $ | 1,773,375 | ||||||||||
Add back:
|
||||||||||||||||||||
Total fixed charges
|
52,928 | 43,466 | 32,491 | 32,556 | 30,219 | |||||||||||||||
Total earnings before
tax and fixed charges
|
$ | 1,967,806 | $ | 2,542,157 | $ | 2,296,280 | $ | 2,258,861 | $ | 1,803,594 | ||||||||||
Ratio of earnings
to fixed charges
|
37.2x | 58.5x | 70.7x | 69.4x | 59.7x | |||||||||||||||
* | Excludes interest expense on income tax liabilities |
Company | Jurisdiction | |
American Family Life Assurance Company of Columbus (Aflac)
|
Nebraska | |
*American Family Life Assurance Company of New York
|
New York | |
Communicorp, Incorporated
|
Georgia | |
Aflac Information Technology, Incorporated
|
Georgia | |
Aflac International, Incorporated
|
Georgia | |
**Aflac Insurance Services Company, Limited
|
Japan | |
**Aflac Payment Service, Limited
|
Japan | |
**Aflac Counsel Incorporated
|
Japan | |
**Aflac Technology Services Company, Limited
|
Japan | |
* | Subsidiary of Aflac | |
** | Subsidiary of Aflac International, Incorporated |
/s/ Yoshiro Aoki | ||||
Name: | Yoshiro Aoki | |||
Title: | Director, Aflac Incorporated | |||
Signature | Title | Date | ||
/s/ Daniel P. Amos
|
Chief Executive Officer and Chairman of the Board | February 10, 2009 | ||
/s/ Kriss Cloninger III
|
President, Chief Financial Officer, Treasurer and Director | February 10, 2009 | ||
/s/ Ralph A. Rogers
|
Senior Vice President,
Financial Services;
Chief Accounting Officer |
February 10, 2009 | ||
/s/ J. Shelby Amos II
|
Director | February 10, 2009 | ||
/s/ Paul S. Amos II
|
Director | February 10, 2009 | ||
/s/ Michael H. Armacost
|
Director | February 10, 2009 | ||
/s/ Joe Frank Harris
|
Director | February 10, 2009 | ||
/s/ Elizabeth J. Hudson
|
Director | February 10, 2009 | ||
/s/ Kenneth S. Janke, Sr.
|
Director | February 10, 2009 | ||
Signature | Title | Date | ||
/s/ Douglas W. Johnson
|
Director | February 10, 2009 | ||
/s/ Robert B. Johnson
|
Director | February 10, 2009 | ||
/s/ Charles B. Knapp
|
Director | February 10, 2009 | ||
/s/ E. Stephen Purdom
|
Director | February 10, 2009 | ||
/s/ Barbara K. Rimer
|
Director | February 10, 2009 | ||
/s/ Marvin R. Schuster
|
Director | February 10, 2009 | ||
/s/ David G. Thompson
|
Director | February 10, 2009 | ||
/s/ Robert L. Wright
|
Director | February 10, 2009 |
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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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 registrants 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 registrants internal control over financial reporting. |
Date: February 19, 2009
|
/s/ Daniel P. Amos | |||||
|
||||||
|
Daniel P. Amos | |||||
|
Chairman and Chief Executive Officer |
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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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 registrants 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 registrants internal control over financial reporting. |
Date: February 19, 2009
|
/s/ Kriss Cloninger III | |||||
|
||||||
|
Kriss Cloninger III | |||||
|
President, Chief Financial Officer and Treasurer |
(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: | February 19, 2009 | |||
/s/ Kriss Cloninger III | ||||
Name: | Kriss Cloninger III | |||
Title: | Chief Financial Officer | |||
Date: | February 19, 2009 | |||