Aflac (AFL) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A61 rewritten48 added23 removed323 unchanged
All filing items2,028 rewritten1,033 added653 removed3,664 unchanged
Summary
counted, not written
- Item 1A lists 30 risk factor headings: 0 new, 2 reworded and 28 unchanged since FY2021. 0 headings from FY2021 no longer appear.
- Sentence by sentence, 1,033 added, 653 removed, 2,028 rewritten and 3,664 unchanged across 17 items that differ.
- New this year: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Proposal 4 Ratification of Auditors; and Audit and Risk Committee.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2021.
Removed Item 1A headings (0)
Every FY2021 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
- Major public health issues, including COVID-19 and any resulting [added: or coincidental] economic
[removed: effects][added: effects,] could have an adverse impact on the Company's financial condition and results of operations and other aspects of its business. - The success of the Company's business depends in part on effective information technology
[removed: systems and][added: systems,] on continuing to develop and implement improvements in[removed: technology.][added: technology, and on successful execution of revenue growth and expense management initiatives.]
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
61 rewritten, 48 added, 23 removed, 323 unchanged
[removed: Weak] [added: Although some markets have proven resilient in the face of inflation control measures, continued weakening of] global financial markets [removed: impact] [added: impacts] the [added: creditworthiness and] value of the Company's existing investment portfolio, [removed: influence] [added: influences] opportunities for new investments, and may contribute to generally weak economic fundamentals, which can have a negative impact on its results of operations and financial positions.
[removed: While conditions have improved, the] [added: The] Company's investments [removed: remain] [added: are] vulnerable to [removed: extreme] [added: adverse market developments such as] asset price volatility, lack of market liquidity, credit rating downgrades, payment defaults, asset restructurings, increased losses, and other [removed: risks as the world experiences an unprecedented shock to economic activity.][added: risks.]
[removed: The recovery, supply chain disruptions, rising inflation, and central] [added: Central] bank and government efforts to control [removed: inflation] [added: inflation,] through reductions in stimulus and asset [removed: purchases, and] [added: purchases as well as] interest rate increases, [removed: could create volatility and lead to slower growth.][added: have resulted in a decline in economic activity globally.]
While the Company has identified assets impacted or expected to be impacted by [removed: COVID-19] [added: rising interest rates] and [removed: its consequences,] [added: economic contraction,] other investments not identified to date may also be impacted.
[removed: Risk](#i9d15d4d05e5f4da4a2406cc997a1bfea_16) [Factors](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)][added: Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)]
Adverse changes in the economy could potentially lead the Company's customers to be less inclined to purchase supplemental insurance coverage or to decide to cancel or modify existing insurance [removed: coverage, which could adversely affect the Company's net earned premiums, results of operations and financial condition.][added: coverage.]
See the risk factor entitled "Major public health issues, including COVID-19 and any resulting [added: or coincidental] economic [removed: effects] [added: effects,] could have an adverse impact on the Company's financial condition and results of operations and other aspects of its business" for more information.
Credit related losses that are not temporary in nature would also affect [added: the Company's solvency ratios in the U.S. and Japan.]
[added: These higher losses would also negatively affect] the Company's solvency ratios in the U.S. and [removed: Japan.][added: Japan.]
These impairment losses could negatively impact Aflac Japan's earnings, and the corresponding [removed: dividends and capital deployment.]
A widening of credit spreads could reduce the value of the Company's existing portfolio, create unrealized losses on its investment portfolio, and reduce the Company's adjusted capital position [removed: which is used in determining SMR in Japan.][added: and/or the dividend capacity of the Company's insurance subsidiaries.]
Low levels of interest rates on investments experienced in Japan and the U.S. over the last decade have also reduced the level of investment income earned by the [removed: Company, and the Company's overall level of investment income will continue to be negatively impacted in a persistent low-interest-rate environment.][added: Company.]
A rise in interest rates [removed: would decrease] [added: decreases] the fair value of the Company's debt securities.
[removed: However, an] [added: An] increase in the differential of short-term U.S. and Japan interest rates would also increase the cost of hedging a portion of the U.S. dollar-denominated assets in the Aflac Japan segment into yen, which could have a material adverse effect on the Company's business, results of operations or financial condition.
Rising interest rates also negatively impact [removed: SMR] [added: capital ratios in certain jurisdictions] because unrealized losses on the available-for-sale investment portfolio factor into the ratio.
In addition to the unrealized losses negatively impacting [removed: SMR,] [added: capital ratios,] significant unrealized losses could impact the amount of dividends that could be paid under local [removed: regulations.][added: regulations, including in Japan.]
For regulatory accounting purposes for Aflac Japan, there are [removed: also] certain requirements for realizing impairments that could be triggered by rising interest rates, [added: credit-related losses, or changes in foreign exchange,] negatively impacting Aflac Japan's [removed: regulatory] earnings and corresponding [removed: dividends] [added: dividend] and capital deployment.
The Company’s floating rate investments typically bear interest based on the U.S. Dollar (USD) London Interbank Offered Rate [removed: (LIBOR).][added: (LIBOR), although the Company’s more recent loan acquisitions bear interest based on the Secured Overnight Financing Rate (SOFR).]
[added: The Company is unable to predict with] certainty how the upcoming cessation of USD LIBOR may impact markets, pricing, liquidity and other factors or the Company's activities.
The Company's operations in Japan, including net investment gains and losses on Aflac Japan's investment portfolio, accounted for 69% of the Company's total revenues in [removed: 2021,] [added: 2022,] compared with [removed: 68%] [added: 69%] in [removed: 2020] [added: 2021] and [removed: 69%] [added: 68%] in [removed: 2019.][added: 2020.]
The Japanese operations accounted for [removed: 82%] [added: 80%] of the Company's total assets at December 31, [removed: 2021,] [added: 2022,] compared with [removed: 83%] [added: 82%] at December 31, [removed: 2020.][added: 2021.]
Investing in U.S. dollar-denominated investments in Aflac Japan also creates an unmatched foreign currency exposure and related [removed: SMR] [added: capital ratio] volatility, as Aflac Japan’s insurance liabilities are yen-denominated.
[removed: Cumulative net cash settlements on derivatives hedging currency exposure of Aflac Japan's] U.S. dollar-denominated investments are associated with existing U.S. dollar-denominated investments that continue to be hedged, previously hedged investments that continue to be held but are no longer hedged, and investments previously hedged that have since been sold, matured or redeemed and may or may not have not been converted to yen.
These foreign currency gains or losses on the investments are only [added: economically realized, or monetized, through sale, maturity or redemption of the investments and concurrent conversion to yen.]
The [removed: Company is] [added: Company is] exposed to foreign currency fluctuations in the yen/dollar exchange rate.
Further, unhedged U.S. dollar-denominated securities held by Aflac Japan are exposed to foreign exchange fluctuations, which [added: also] impact SMR.
Additionally, the Company is exposed to currency risk when yen cash flows are converted into U.S. dollars, resulting in changes in the Company's U.S. dollar-denominated cash flows and earnings when exchange gains or losses, [removed: respectively, are realized.]
Where valuation and interest rates are based on USD LIBOR, the upcoming cessation of USD LIBOR as an interest rate benchmark may create uncertainty in valuation of [added: USD LIBOR-based] loans, derivatives and other [removed: assets] [added: financial contracts] in the pricing of such assets in markets for their sale and disposition.
The Company engages in derivative transactions directly with [added: affiliates and] unaffiliated third parties under International Swaps and Derivatives Association, Inc. (ISDA) agreements and other documentation.
For example, at December 31, [removed: 2021,] [added: 2022,] the Company had agreements with [removed: 360] [added: 359] banks to market Aflac's products in Japan.
Sales through these banks represented [removed: 5.2%] [added: 4.0%] of Aflac Japan's new annualized premium sales in [removed: 2021.][added: 2022.]
The Company has entered into significant reinsurance transactions with large, highly rated [removed: counterparties.][added: counterparties, including affiliates.]
Major public health issues, including COVID-19 and any resulting [added: or coincidental] economic [removed: effects] [added: effects,] could have an adverse impact on the Company's financial condition and results of operations and other aspects of its business.
Due to the evolving nature of [removed: this event, including fluctuations in infection, hospitalization and death rates in] the [removed: United States, Japan and other regions of] [added: COVID-19 pandemic,] the [removed: world,] COVID-19 [added: pandemic and any resulting or coincidental economic effects] could continue to impact the Company's business, financial condition, results of operations, capital position, liquidity or prospects in a number of ways.
The pandemic may cause changes to estimates of future earnings, capital deployment and other guidance the Company has provided to the markets in the [removed: "2022] [added: "2023] Outlook" section of Item 7, MD&A.
[added: These efforts and changes may hinder sales of the Company’s products in Japan and the U.S.] The Company [removed: also considers that] [added: cannot predict with certainty the continuing impact of these events on its distribution channels and financial results, but the impact to date has varied between Aflac Japan and Aflac U.S. For example,] most Aflac U.S. business customers, and most of the independent agents in its agency channel, are small businesses who may lack the financial resources to weather an economic downturn and may be disproportionately negatively impacted by the economic uncertainty surrounding COVID-19.
These factors may continue to negatively impact sales beyond [removed: 2021.][added: 2022.]
Further, the Company's operations, as well as those of its vendors, service providers and counterparties, may also be adversely affected by the COVID-19 pandemic or the mitigation efforts [added: and cultural and workplace changes] outlined above.
[removed: The] [added: During 2022, the] Company [removed: has begun to implement] [added: implemented] return to work plans for Aflac Japan and Aflac U.S. that are adaptable and based upon multiple factors including government orders, guidelines [added: issued by public health authorities, the location and job responsibilities of specific Company personnel, rates of COVID-19 vaccinations, cases and deaths in various localities and other factors.]
The Company may nevertheless experience operational [removed: disruptions when employees return to work.][added: disruptions.]
Economies globally experienced significant inflation in 2022, with inflation rates and impact varying by country.
Supply chain issues remaining from the COVID-19 pandemic, as well as geopolitical events, have contributed to inflation and volatility in energy prices.
The Company has evaluated its holdings and identified investments in areas such as commercial real estate, including mortgages, consumer discretionary spending, issuers with higher leverage, and emerging markets issuers as the most exposed to rising interest rates, an economic downturn and the continuing effects of the COVID-19 global pandemic.
While interest rates have increased in the U.S. and other regions, interest rates in Japan remain low, and the difference between U.S. and Japan rates has increased.
In addition, the increase in the difference between interest rates in the U.S. and Japan contributed to a weakening of the yen over 2022, which had the effect of suppressing the Company's current period results in relation to the comparable prior period.
The increase in the difference between U.S. dollar and yen interest rates also contributes to increasing costs of hedging currency risk of U.S. dollar-denominated investments held by Aflac Japan.
The Company is not able to predict the ultimate impact of inflation, interest rate increases, interest rate differences and other changing market conditions on the Company’s investments and hedging programs.
Further, Aflac U.S. may experience higher rates of policy lapses during periods of increased job turnover and workforce mobility within the U.S. economy.
The above factors could adversely affect the Company's net earned premiums, results of operations and financial condition.
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
dividends and capital deployment.
While interest rates currently are rising in the U.S. and other regions, interest rates in Japan remain low, and the Company's overall level of investment income will continue to be negatively impacted from Japan’s low interest rates and from investments made prior to the start of recent rate increases.
However, rising interest rates negatively impact the fair values of the Company's fixed maturity investments which results in reductions to the Company's overall equity.
Significant increases in interest rates could cause declines in the values of the Company's investment portfolio which have a secondary impact on the Company's overall evaluation of its deferred tax asset position.
For Aflac Japan, rising interest rates and widening credit spreads, which go to reduce the fair value of Aflac Japan’s fixed-maturity investments, when combined with a strengthening yen, and the resulting decrease in the yen value of Aflac Japan’s U.S. dollar-denominated fixed-maturity investments, have a negative impact to SMR.
For regulatory accounting purposes for Aflac Japan, there are also certain requirements for realizing impairments that could be triggered
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
by rising interest rates, negatively impacting Aflac Japan's regulatory earnings and corresponding dividends and capital deployment.
Investments bearing interest based on LIBOR are expected to transition to a rate based on SOFR or another reference rate prior to the USD LIBOR cessation date of June 30, 2023.
Cumulative net cash settlements on derivatives hedging currency exposure of Aflac Japan's
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
When the yen strengthens in relation to the U.S. dollar, the yen value of Aflac Japan's unhedged U.S. dollar-denominated investments decreases, resulting in a decrease in SMR.
In addition, an increase in the difference between short-term U.S. and Japan interest rates would increase the cost of hedging a portion of the U.S. dollar-denominated assets in the Aflac Japan segment into yen, which could have a material adverse effect on the Company's business, results of operations or financial condition.
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
respectively, are realized.
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
In addition, Aflac Japan has entered into a reinsurance transaction with Aflac Re Bermuda.
(For additional
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
information on this transaction, see Note 16 of the Notes to the Consolidated Financial Statements.) Aflac Re Bermuda is a newly formed entity with less capital than external counterparties with which the Company has conducted reinsurance transactions in the past.
The ability of individual agents and agencies, strategic alliance partners, brokers and other distribution partners to make sales in Japan and the U.S. and the ability to conduct agent and broker recruiting has been reduced by efforts to mitigate the effects of the pandemic, and by cultural and workplace changes that were caused by or are coincidental with the pandemic and may be long-term in nature, including social distancing techniques and remote working by employees.
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Further, low rates of unemployment, such as those currently reflected in the U.S. employment market, tend to make it more difficult for Aflac U.S. to maintain its network of sales associates.
Sales of Aflac Japan cancer products in the Japan Post Group channel experienced a material decline beginning in August 2019.
Risk Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
The risk of a cyber incident impacting business operations has grown as third parties continue to develop new and highly sophisticated methods of attack.
The Company and its third-parties or vendors have and may continue to experience outages or cyberattacks that disrupt the operations or impact the confidentiality, availability or integrity of information, which may result in operational, legal, regulatory or financial harm.
Furthermore, depending upon the type of attack, it could impact the confidentiality, integrity and/or availability of IT systems and data, disrupting business operations and resulting in the loss of consumer confidence.
As the Company pursues IT transformation and increased cloud adoption, it inherently exposes the Company to potential cyber related attacks.
Because the Parent Company conducts its operations through its operating subsidiaries, the Parent
Shifts in global trade policies could result in tariffs and a downturn in the global economy that could negatively impact the Company.
A new U.S. presidential administration took office in January 2021, which adds further uncertainty around U.S. trade policies.
Global capital markets experienced extreme volatility in early 2020 due to the effects of the COVID-19 global pandemic including all variants, but have since stabilized due to central bank and government intervention; there is also no certainty that conditions will not deteriorate.
Initial volatility triggered dramatic declines in investment values, constrained liquidity, and significantly reduced interest rates.
The Company's investment portfolio, including the creditworthiness and valuation of investment assets and availability of new investments, has been, and may continue to be, adversely affected as a result of market developments related to the COVID-19 pandemic and uncertainty regarding its ultimate severity and duration.
The Company has evaluated its holdings and identified those investments most exposed to the negative impacts of an economic downturn as a result of COVID-19, including but not limited to investments in businesses facing an immediate and severe impact such as travel and lodging, leisure, non-emergency medical, energy, and others involving large gatherings of people.
While interest rates have recovered recently from their lowest points, central bank rate increases are expected in the U.S. and other countries, potentially resulting in lower valuations of fixed income investments.
COVID-19 has resulted in unprecedented disruption of markets and business activity globally, with continuing impact from new variants, and the Company is not able to predict the duration of such disruption or the ultimate impact of COVID-19 on the Company’s investments and hedging programs.
The Company is unable to predict with
economically realized, or monetized, through sale, maturity or redemption of the investments and concurrent conversion to yen.
These higher losses would also negatively affect the Company's solvency ratios in the U.S. and Japan. For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates, credit-related losses, or changes in foreign exchange, negatively impacting Aflac Japan's earnings and corresponding dividend and capital deployment.
The Company continues to closely monitor developments related to COVID-19 to assess its impact on the Company's business.
The continuing effects of the pandemic and the effort by governmental entities, public health authorities and private entities to contain the impact of COVID-19 in the U.S. and Japan, among other factors, result in continuing uncertainty about the severity and duration of the pandemic’s effects on the U.S., Japan and global economies and on the Company's business.
The extent to which the pandemic will continue to impact the Company's business, results of operations or financial condition, as well as those of its customers, agents, brokers and other distribution partners, vendors and counterparties, will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, including its variants, and the actions taken to contain or treat its and their impact.
As a result of the COVID-19 pandemic, Aflac U.S. has experienced lower sales and may in the future experience elevated lapse rates because a higher concentration of its policies in force are associated with small businesses that may be disproportionately negatively impacted by the economic uncertainty surrounding COVID-19.
The ability of individual agents and agencies, strategic alliance partners, brokers and other distribution partners to make sales in Japan and the U.S. and the ability to conduct agent and broker recruiting has been significantly reduced by efforts to mitigate the effects of the pandemic, including social distancing orders, requirements or guidelines issued by government or public health authorities, and adoption of social distancing techniques and remote working by employees, which may hinder sales of the Company’s products in Japan and the U.S. The Company cannot predict with certainty the continuing impact of these events on its distribution channels and financial results, but the impact to date has been more acute for Aflac U.S. due to the higher number of confirmed COVID-19 cases and deaths in the U.S. to date compared with Japan, both in absolute terms and in proportion to national populations, as well as the historically lower rate of persistency in the Aflac U.S. business.
In both the U.S. and Japan, the Company has over 50% of its employees working remotely.
issued by public health authorities, the location and job responsibilities of specific Company personnel, rates of COVID-19 vaccinations, cases and deaths in various localities and other factors.
For more information on the effects of COVID, see the risk factor entitled, “Major public health issues, including COVID-19 and any resulting economic effects could have an adverse impact on the Company's financial condition and results of operations and other aspects of its business.”
projections that are inherently uncertain.
Company's brand, is critical to the Company's reputation and the failure or perceived failure to do so could adversely affect the Company's brand value, financial condition and results of operations.
[Item 1B.
Unresolved Staff Comments](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)
An excerpt. Shown here: 40 of 61 rewritten, 40 of 48 added and all 23 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
450 rewritten, 212 added, 175 removed, 782 unchanged
| [Executive [removed: Summary](#i9d15d4d05e5f4da4a2406cc997a1bfea_58)] [added: Summary](#i42cb5987ad2e49a7b3aff2af3045d1cf_58)] | | | [removed: [33](#i9d15d4d05e5f4da4a2406cc997a1bfea_58)] [added: [33](#i42cb5987ad2e49a7b3aff2af3045d1cf_58)] | | |
| [Industry [removed: Trends](#i9d15d4d05e5f4da4a2406cc997a1bfea_61)] [added: Trends](#i42cb5987ad2e49a7b3aff2af3045d1cf_61)] | | | [removed: [35](#i9d15d4d05e5f4da4a2406cc997a1bfea_61)] [added: [33](#i42cb5987ad2e49a7b3aff2af3045d1cf_61)] | | |
| [Results of [removed: Operations](#i9d15d4d05e5f4da4a2406cc997a1bfea_67)] [added: Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_67)] | | | [removed: [37](#i9d15d4d05e5f4da4a2406cc997a1bfea_67)] [added: [35](#i42cb5987ad2e49a7b3aff2af3045d1cf_67)] | | |
| [Hedging [removed: Activities](#i9d15d4d05e5f4da4a2406cc997a1bfea_2689)] [added: Activities](#i42cb5987ad2e49a7b3aff2af3045d1cf_85)] | | | [removed: [55](#i9d15d4d05e5f4da4a2406cc997a1bfea_2689)] [added: [53](#i42cb5987ad2e49a7b3aff2af3045d1cf_85)] | | |
| [Policy [removed: Liabilities](#i9d15d4d05e5f4da4a2406cc997a1bfea_85)] [added: Liabilities](#i42cb5987ad2e49a7b3aff2af3045d1cf_88)] | | | [removed: [58](#i9d15d4d05e5f4da4a2406cc997a1bfea_85)] [added: [56](#i42cb5987ad2e49a7b3aff2af3045d1cf_88)] | | |
| [Benefit [removed: Plans](#i9d15d4d05e5f4da4a2406cc997a1bfea_88)] [added: Plans](#i42cb5987ad2e49a7b3aff2af3045d1cf_91)] | | | [removed: [59](#i9d15d4d05e5f4da4a2406cc997a1bfea_88)] [added: [57](#i42cb5987ad2e49a7b3aff2af3045d1cf_91)] | | |
| [Policyholder [removed: Protection](#i9d15d4d05e5f4da4a2406cc997a1bfea_91)] [added: Protection](#i42cb5987ad2e49a7b3aff2af3045d1cf_94)] | | | [removed: [59](#i9d15d4d05e5f4da4a2406cc997a1bfea_91)] [added: [57](#i42cb5987ad2e49a7b3aff2af3045d1cf_94)] | | |
| [Liquidity and Capital [removed: Resources](#i9d15d4d05e5f4da4a2406cc997a1bfea_97)] [added: Resources](#i42cb5987ad2e49a7b3aff2af3045d1cf_97)] | | | [removed: [59](#i9d15d4d05e5f4da4a2406cc997a1bfea_97)] [added: [57](#i42cb5987ad2e49a7b3aff2af3045d1cf_97)] | | |
| [Critical Accounting [removed: Estimates](#i9d15d4d05e5f4da4a2406cc997a1bfea_100)] [added: Estimates](#i42cb5987ad2e49a7b3aff2af3045d1cf_100)] | | | [removed: [66](#i9d15d4d05e5f4da4a2406cc997a1bfea_100)] [added: [64](#i42cb5987ad2e49a7b3aff2af3045d1cf_100)] | | |
Management's Discussion and Analysis of Financial Condition and Results of Operations located in the Company's [Annual Report on Form 10-K for the year ended December 31, [removed: 2020](http://www.sec.gov/ix?doc=/Archives/edgar/data/4977/000000497721000047/afl-20201231.htm),] [added: 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/4977/000000497722000058/afl-20211231.htm),] filed on February 23, [removed: 2021,] [added: 2022,] for reference to discussion of the year ended December 31, [removed: 2019,] [added: 2020,] the earliest of the three years presented.
Management's Discussion and Analysis of Financial Condition and [removed: Results of Operations](#i9d15d4d05e5f4da4a2406cc997a1bfea_55)][added: Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)]
The [added: impact of the COVID-19 global pandemic on the Company continues to evolve and the] continued path of the [added: global economic] recovery remains uncertain given the potential [removed: longer term] [added: longer-term] impacts [removed: of] [added: that have resulted from or are coincidental with] the pandemic.
[removed: *•Aflac] [added: | Aflac] Japan [removed: initiatives*][added: | | | $ | 71,150 | | | | | $ | 81,176 | | | | | | | | | | |]
[removed: - *Aflac U.S. and] [added: *(3)* *For consolidated reporting, Aflac U.S.'s investment in Aflac Re Bermuda is eliminated in] Corporate and [removed: Other initiatives*][added: other*]
For the full year of [removed: 2021,] [added: 2022,] total revenues were down [removed: .2%] [added: 11.8%] to [removed: $22.1] [added: $19.5] billion, compared with $22.1 billion for the full year of [removed: 2020.][added: 2021.]
[removed: Net earnings] [added: Adjusted earnings*(2)* for the full year of 2022] were [removed: $4.3] [added: $3.4] billion, or [removed: $6.39] [added: $5.33] per diluted share, compared with [removed: $4.8] [added: $4.0] billion, or [removed: $6.67] [added: $5.94] per diluted share, [removed: for the full year of 2020.][added: in 2021.]
Results for [removed: 2021] [added: 2022] included pretax net investment gains of [removed: $468] [added: $363] million, compared with net investment [removed: losses] [added: gains] of [removed: $270] [added: $468] million in [removed: 2020.][added: 2021.]
Net investment gains in [removed: 2021] [added: 2022] included [removed: a decrease] [added: an increase] in credit loss allowances of [removed: $27] [added: $36] million; [removed: $264] [added: $273] million of net gains from certain derivative and foreign currency gains or losses; [removed: $164] [added: $341] million of net [removed: gains] [added: losses] on equity securities; and [removed: $13] [added: $467] million of net gains from sales and redemptions.
The average yen/dollar exchange rate*(1)* in [removed: 2021] [added: 2022] was [removed: 109.79,] [added: 130.17,] or [removed: 2.7%] [added: 15.7%] weaker than the rate of [removed: 106.86] [added: 109.79] in [removed: 2020.][added: 2021.]
The weaker yen/dollar exchange rate [added: negatively] impacted adjusted earnings per diluted share by [removed: $.06.][added: $.34.]
Total investments and cash at December 31, [removed: 2021] [added: 2022] were [removed: $143.0] [added: $117.4] billion, compared with [removed: $149.8] [added: $143.0] billion at December 31, [removed: 2020.][added: 2021.]
In [removed: 2021,] [added: 2022,] Aflac Incorporated repurchased [removed: $2.3] [added: $2.4] billion, or [removed: 43.3] [added: 39.2] million of its common shares.
At December 31, [removed: 2021,] [added: 2022,] the Company had [removed: 55.8] [added: 116.6] million remaining shares authorized for repurchase.
Shareholders’ equity was [removed: $33.3] [added: $22.4] billion, or [removed: $50.99] [added: $36.35] per share, at December 31, [removed: 2021,] [added: 2022,] compared with [removed: $33.6] [added: $33.3] billion, or [removed: $48.46] [added: $50.99] per share, at December 31, [removed: 2020.][added: 2021.]
Shareholders’ equity at December 31, [removed: 2021] [added: 2022] included a net unrealized [removed: gain] [added: loss] on investment securities and derivatives of [removed: $9.6 billion,] [added: $729 million,] compared with a net unrealized gain of [removed: $10.3] [added: $9.6] billion at December 31, [removed: 2020.][added: 2021.]
Shareholders’ equity at December 31, [removed: 2021] [added: 2022] also included an unrealized foreign currency translation loss of [removed: $2.0] [added: $3.6] billion, compared with an unrealized foreign currency translation loss of [removed: $1.1] [added: $2.0] billion at December 31, [removed: 2020.][added: 2021.]
The annualized return on average shareholders’ equity in [removed: 2021] [added: 2022] was [removed: 12.9%.][added: 15.1%.]
Shareholders’ equity excluding accumulated other comprehensive income (AOCI) (adjusted book [removed: value)(2)] [added: value)*(2)*] was [removed: $25.9] [added: $26.8] billion, or [removed: $39.65] [added: $43.51] per share at December 31, [removed: 2021,] [added: 2022,] compared with [removed: $24.6] [added: $25.9] billion, or [removed: $35.56] [added: $39.65] per share, at December 31, [removed: 2020.][added: 2021.]
The annualized adjusted return on equity excluding foreign currency [removed: impact(2)] [added: impact*(2)*] in [removed: 2021] [added: 2022] was [removed: 16.1%.][added: 13.7%.]
[removed: Risk Factors for the risk factor entitled, "Difficult conditions in global capital markets and the economy, including those caused by] COVID-19, could have a material adverse effect on the Company's investments, capital position, revenue, profitability, and liquidity and harm the Company's business."
The Company’s strategy to drive long-term shareholder value is to pursue growth through product [removed: development,] [added: development and] distribution expansion and [removed: digital advancements] to [removed: improve the customer experience.][added: achieve efficiencies by modernizing its technology and streamlining its operations.]
The [added: Company's objectives in 2023 are to maintain strong pre-tax margins with increased sales production through product refreshment in its Aflac Japan segment and to begin realizing benefits from its buy to build initiatives and other platform investments, manage expenses and strengthen the number of career agents for Aflac U.S. The] Company believes that its strategy of positioning itself for future growth and efficiency while defending and leveraging its market-leading position, powerful brand recognition and diverse distribution in Japan and the U.S. will provide support toward these objectives.
The Company announced a [removed: 21.2%] [added: 5.0%] increase in the first quarter [removed: 2022] [added: 2023] dividend compared to the prior quarter, and it intends to maintain strong capital ratios in Aflac Japan and Aflac U.S. in support of its commitment to shareholder dividends while remaining tactical in its deployment of capital in the form of share repurchases and opportunistic investments.
The Company intends to maintain a minimum SMR of 500% for Aflac Japan and a target [removed: minimum] [added: combined] RBC [added: over time] of approximately 400% for [removed: Aflac,] [added: Aflac U.S.,] consistent with the Company's risk management practices.
For Aflac Japan, the Company anticipates that the shift in premiums over the last [removed: five] [added: several] years from first sector savings products to third sector cancer and medical products and first sector protection products, will continue to result in moderately lower benefit ratios in the Aflac Japan segment.
The Company expects that benefit and expense ratios will continue to experience some level of revenue pressure due to the impact of paid up policies and reduced sales [removed: during] [added: compared to years prior to] the COVID-19 pandemic.
For the [removed: 2022 through] 2023 [added: through 2024] period, the Company expects [removed: a decline in] Aflac [removed: Japan revenue in the range] [added: U.S. net earned premium growth] of [removed: 3.0%] [added: 3%] to [removed: 4.0%] [added: 5%] on a compound annual growth rate basis, with a benefit ratio in the range of [removed: 67.0%] [added: 47%] to [removed: 69.0%] [added: 50%] and an expense ratio in the range of [removed: 20.5%] [added: 37%] to [removed: 22.5%.][added: 40%.]
The Company expects Corporate and other results to reflect stable net investment income in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] assuming that U.S. interest rates remain stable.
For important disclosures applicable to statements made in this [removed: 2022] [added: 2023] Outlook, please see the [removed: Risk Factors section and the] statement on Forward-Looking Information at the beginning of Item 1.
and [added: this] Item 7.
| [Outlook](#i42cb5987ad2e49a7b3aff2af3045d1cf_64) | | | [34](#i42cb5987ad2e49a7b3aff2af3045d1cf_64) | | |
| [Investments](#i42cb5987ad2e49a7b3aff2af3045d1cf_82) | | | [49](#i42cb5987ad2e49a7b3aff2af3045d1cf_82) | | |
Market Conditions
For example, economic conditions have acted as headwinds to sales and earned premiums in 2022.
Further, continued widening of the differential between U.S. and Japan interest rates has contributed to a weakening of the yen, which has the effect of suppressing the Company's current period results in relation to the comparable prior period.
Net earnings were $4.2 billion, or $6.59 per diluted share, for the full year of 2022, compared with $4.3 billion, or $6.39 per diluted share, for the full year of 2021, reflecting an income tax benefit of $452 million from the release of a deferred tax liability.
The decline in the portfolio was principally driven by the weaker yen and higher interest rates.
Risk Factors for the risk factor entitled, "Difficult conditions in global capital markets and the economy, including those caused by
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
2023 OUTLOOK
For the 2023 through 2024 period, the Company expects a decline in Aflac Japan net earned premiums in the low single digit range after adjusting for the impact of deferred profit liability reclassification and an expected new internal reinsurance program, with a benefit ratio in the range of 66% to 68% and an expense ratio in the range of 20% to 22%.
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
For Aflac U.S., the Company expects benefit ratios to normalize in 2023 and for expense ratios to decline over the next five years as the Company begins to realize the benefits from investments into U.S. platforms, continues to scale its acquisitions, and focuses on earned premium growth.
MD&A.
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
*(2)* *Includes release of $452 in deferred taxes in 2022.*
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
In 2022, the combined effective tax rate differs from the U.S. statutory rate primarily due to the impact of the tax accounting method change discussed below, as well as historic and solar tax credits.
Total income taxes were $403 million in 2022 and $997 million in 2021.
Aflac Japan holds certain U.S. dollar-denominated assets in a Delaware Statutory Trust (DST).
These assets are mostly comprised of various U.S. dollar-denominated commercial mortgage loans.
The functional currency of the DST for U.S. tax purposes was historically the Japanese yen.
In 2022, the Company requested a change in tax accounting method through the Internal Revenue Service's automatic consent procedures to change its functional currency on the DST for U.S. tax purposes to the U.S. dollar.
As a result, foreign currency translation gains or losses on assets held in the DST will no longer be recognized for U.S. tax purposes.
The Company historically recorded a deferred tax liability for foreign currency translation gains on the DST assets, which was released in the third quarter of 2022 as a result of the functional currency change and subsequently adjusted for foreign currency impacts in the fourth quarter of 2022.
This change in functional currency resulted in the Company recognizing an income tax benefit of $452 million ($0.71 per basic and diluted share, respectively) in 2022.
In August 2022, the Inflation Reduction Act of 2022 (IRA) was signed into U.S. law.
Effective January 1, 2023, the law imposes a 15% corporate alternative minimum tax rate and a 1% excise tax on the Company’s repurchases of its common stock.
The Company does not anticipate any impacts from the new corporate minimum tax rate since its current tax rate is above the 15% minimum rate.
Further, the Company expects the charges associated with the excise tax to be recognized in equity consistent with other costs related to treasury stock.
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
Management's Discussion and Analysis of Financial Condition and Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)
In yen terms, Aflac Japan's net earned premiums decreased in 2022, mainly due to limited-pay products reaching premium paid-up status and a slightly declining in force.
Adjusted net investment income, in yen terms, increased in 2022 primarily due to increases in floating rate income earned from U.S. dollar-denominated investment that were driven by stronger dollar exchange rates, increasing interest rates, and higher income from make whole payments received on called securities, which were partially offset by lower income from alternative assets and higher hedge costs.
The decrease in pretax adjusted earnings in yen was primarily due to a decrease in revenues and an increase in the benefit ratio resulting from a wider scope of "deemed hospitalization" that was in effect through most of the third quarter of 2022.
As of December 31, 2022, Aflac Japan exceeded 23 million individual policies in force in Japan.
Aflac Japan continued to be the number one seller of cancer insurance policies in Japan throughout 2022, with more than 14 million cancer policies in force as of December 31, 2022.
| Total adjusted revenues | | | (2.2) | | | | | | (.2) | | | | | | | | | | | | (4.3) | | | | | | (.5) | | | | | | | | |
| [Outlook](#i9d15d4d05e5f4da4a2406cc997a1bfea_64) | | | [36](#i9d15d4d05e5f4da4a2406cc997a1bfea_64) | | |
| [Investments](#i9d15d4d05e5f4da4a2406cc997a1bfea_82) | | | [51](#i9d15d4d05e5f4da4a2406cc997a1bfea_82) | | |
[Item 7.
COVID-19
The impact of the COVID-19 global pandemic on the Company continues to evolve.
Both Aflac Japan and Aflac U.S. have taken measures to address employee health and safety and increase employees’ ability to develop and maintain more flexible working conditions, with return to office undertaken as warranted by local conditions, and operations have remained stable throughout 2021.
The Company continues to monitor its investment portfolios to adjust to market conditions, including the continuing recovery, changes in monetary policy and inflation.
Both Aflac Japan and Aflac U.S. have accelerated investments in digital initiatives to improve productivity, efficiency and customer service over the long term.
In 2021, sales for Aflac Japan in yen terms increased 7.7%, compared to 2020, reflecting the launch of a new medical product in January 2021 and a new nursing care product in September 2021, and favorable comparisons due to pandemic conditions in 2020.
In 2021, sales for Aflac U.S. increased 16.9%, compared to 2020, reflecting increased sales activity as a result of the ongoing economic reopening in the U.S. and favorable comparisons due to pandemic conditions in 2020.
Pandemic-related claims and associated reserve increases in both Japan and the U.S. did not materially impact financial results in 2021 and were more than offset by a reduction in claims related to non-COVID-19 medical needs.
The pandemic’s impact on economic conditions contributed to sales declines in 2020 and headwinds to sales in 2021, pressuring premium growth rates, which have been partially offset by lower lapse rates in the U.S. The Company has not experienced material realized losses or impairments and credit losses associated with the pandemic.
The Company continues to monitor the effects and risks of COVID-19, including its variants (both known and emerging), to assess its impact on economic conditions in Japan and the U.S. and on the Company's business, financial condition, results of operations, liquidity and capital position.
Those impacts may cause changes to estimates of future earnings, capital deployment, regulatory capital position, segment dividend payout ratios and other measures the Company provides in this MD&A.
The Company’s efforts and other developments are outlined below.
*•Investment Portfolio*
The Company's investment portfolio was well-positioned entering the crisis, and the Company continues to follow its strategy of investing primarily in fixed maturity securities to generate a reliable stream of income.
Fundamental credit analysis and actively managing the risk profile of the portfolio contributed to the current quality of the Company’s investments.
Economic and market conditions have continued to improve since the onset of the pandemic.
This includes structural changes in employment patterns which are impacting multiple sectors of the economy and contributing to disruptions in the global supply chain, triggering price increases across several areas of the broader economy.
Supply shortages, upward pressure on wages to attract employees and higher commodity prices have all driven near-term increases in inflation.
It remains unclear whether the current elevated levels of inflation are transitory or more lasting, making the ultimate impact on the global economy and markets uncertain, with resulting uncertainty as to the impact on the Company's investments.
As of December 31, 2021, Aflac Japan had over 50% of its workforce working remotely.
Aflac Japan continues to evaluate return to the office measures; however, throughout the pandemic, Aflac Japan has evaluated its operational capabilities and anticipates that the remote configuration could remain for an indefinite period of time without materially impacting operations.
Aflac Japan remains focused on generating new business from existing and prospective customers through direct mail and digital methods.
Aflac Japan has also accelerated investments in digital and paperless initiatives designed to increase long term productivity, efficiency, customer service and business continuity.
As of December 31, 2021, over 50% of U.S. employees were working remotely.
The Company's return to worksite for U.S. based employees is expected to be a phased approach that begins in the first quarter of 2022, subject to factors including vaccination rates, the return schedule of school systems and the availability of child care, the
number of COVID–19 cases and the COVID–19 replication rate, and the emergence of new variants and hospital capacity in areas of the U.S. where the Company has significant operations.
For those employees who are working in one of the Company's worksites, safety protocols have been put in place that align with or exceed those recommended by the Centers for Disease Control and Prevention (CDC).
After the return to worksite, the Parent Company and Aflac U.S. expect to adopt a workforce model comprised of a mix of full time office employees, full time remote employees, and employees who will split their time between office and remote work.
The Parent Company and Aflac U.S. also continue to maintain several actions taken for its employees.
These include a commitment to cover the costs of COVID-19 testing and extended paid leave in certain circumstances.
Aflac U.S. policy sales, enrollment and agent recruiting functions are highly dependent upon face-to-face interaction between independent agents and brokers with prospective and new customers and agents.
Throughout the pandemic, opportunities for such interaction have been significantly reduced by reactions to the pandemic, such as social distancing, shelter in place orders and work from home initiatives.
Notwithstanding the general improvement of economic conditions to date, the impact of pandemic conditions on Aflac U.S. sales remains subject to uncertainty as the effects of varying levels of vaccination and the emergence of COVID-19 variants continue to develop.
Aflac U.S. has accelerated investments in digital initiatives designed to improve long term productivity, efficiency and customer service.
Further, Aflac U.S. is in its third year of the build-out of its business in the Consumer Markets channel for the digital direct-to-consumer sale of insurance and sales made through that platform have continued to grow.
*•Major government initiatives*
Government authorities in Japan and the U.S. have implemented several initiatives in response to the COVID-19 pandemic, including actions designed to mitigate the adverse health effects of the virus and those designed to provide broad-based relief and economic support to all aspects of the economy.
An excerpt. Shown here: 40 of 450 rewritten, 40 of 212 added and 40 of 175 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
84 rewritten, 27 added, 17 removed, 157 unchanged
Fluctuations in these factors could impact the Company’s consolidated results of operations or financial [removed: condition.]
The Company regularly monitors its market risks and uses a variety of strategies to manage its exposure [added: to these market risks.]
The Company engages in hedging activities to mitigate certain currency risks from holding U.S. dollar-denominated investments in Aflac [removed: Japan.][added: Japan; however, this hedging program also has some inherent risks.]
Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)][added: Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)]
In periods when the yen weakens against the dollar, translating yen into dollars causes fewer dollars [removed: to be reported.]
| (In millions) | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | |
| Yen/dollar exchange rates | | | [removed: 100.02] [added: 117.70] | | | | | | [removed: 115.02] [added: 132.70] (1) | | | | | | [removed: 130.02] [added: 147.70] | | | | | | [removed: 88.50] [added: 100.02] | | | | | | [removed: 103.50] [added: 115.02] *(1)* | | | | | | [removed: 118.50] [added: 130.02] | | | | | |
| Fixed maturity securities *(3)* | | | $ | [removed: 65,733] [added: 48,591] | | | | | $ | [removed: 57,160] [added: 43,102] | | | | | $ | [removed: 50,566] [added: 38,730] | | | | | $ | [removed: 74,094] [added: 65,733] | | | | | $ | [removed: 63,356] [added: 57,160] | | | | | $ | [removed: 55,336] [added: 50,566] | | | | |
| Fixed maturity securities - consolidated variable interest entities *(4)* | | | [removed: 951] [added: 636] | | | | | | [removed: 827] [added: 564] | | | | | | [removed: 731] [added: 506] | | | | | | [removed: 1,071] [added: 951] | | | | | | [removed: 915] [added: 827] | | | | | | [removed: 800] [added: 731] | | | | | |
| Fixed maturity securities | | | [removed: 25,299] [added: 21,485] | | | | | | [removed: 22,000] [added: 19,056] | | | | | | [removed: 19,462] [added: 17,121] | | | | | | [removed: 28,610] [added: 25,299] | | | | | | [removed: 24,464] [added: 22,000] | | | | | | [removed: 21,367] [added: 19,462] | | | | | |
| Equity securities | | | [removed: 856] [added: 755] | | | | | | [removed: 744] [added: 670] | | | | | | [removed: 659] [added: 602] | | | | | | [removed: 795] [added: 856] | | | | | | [removed: 680] [added: 744] | | | | | | [removed: 594] [added: 659] | | | | | |
| Cash and cash equivalents | | | [removed: 1,239] [added: 1,077] | | | | | | [removed: 1,078] [added: 955] | | | | | | [removed: 953] [added: 858] | | | | | | [removed: 1,273] [added: 1,239] | | | | | | [removed: 1,088] [added: 1,078] | | | | | | [removed: 950] [added: 953] | | | | | |
| Derivatives | | | [removed: 941] [added: 731] | | | | | | [removed: 936] [added: 617] | | | | | | [removed: 2,120] [added: 977] | | | | | | [removed: 3,854] [added: 941] | | | | | | [removed: 583] [added: 936] | | | | | | [removed: 2,514] [added: 2,120] | | | | | |
| Other financial instruments | | | [removed: 261] [added: 247] | | | | | | [removed: 227] [added: 219] | | | | | | [removed: 200] [added: 196] | | | | | | [removed: 290] [added: 261] | | | | | | [removed: 248] [added: 227] | | | | | | [removed: 216] [added: 200] | | | | | |
| Notes payable | | | [removed: 4,150] [added: 4,838] | | | | | | [removed: 3,603] [added: 4,290] | | | | | | [removed: 3,193] [added: 3,854] | | | | | | [removed: 3,796] [added: 4,150] | | | | | | [removed: 3,242] [added: 3,603] | | | | | | [removed: 2,835] [added: 3,193] | | | | | |
| Derivatives | | | [removed: 1,125] [added: 1,386] | | | | | | [removed: 1,619] [added: 1,698] | | | | | | [removed: 3,035] [added: 2,205] | | | | | | [removed: 3,181] [added: 1,125] | | | | | | [removed: 697] [added: 1,619] | | | | | | [removed: 2,971] [added: 3,035] | | | | | |
| Subtotal | | | [removed: 5,275] [added: 6,224] | | | | | | [removed: 5,222] [added: 5,988] | | | | | | [removed: 6,228] [added: 6,059] | | | | | | [removed: 6,977] [added: 5,275] | | | | | | [removed: 3,939] [added: 5,222] | | | | | | [removed: 5,806] [added: 6,228] | | | | | |
| Net yen-denominated financial instruments | | | [removed: 90,005] [added: 67,298] | | | | | | [removed: 77,750] [added: 59,195] | | | | | | [removed: 68,463] [added: 52,931] | | | | | | [removed: 103,010] [added: 90,005] | | | | | | [removed: 87,395] [added: 77,750] | | | | | | [removed: 75,971] [added: 68,463] | | | | | |
| Other yen-denominated assets | | | [removed: 9,268] [added: 7,891] | | | | | | [removed: 8,059] [added: 6,999] | | | | | | [removed: 7,130] [added: 6,288] | | | | | | [removed: 10,675] [added: 9,268] | | | | | | [removed: 9,128] [added: 8,059] | | | | | | [removed: 7,972] [added: 7,130] | | | | | |
| Other yen-denominated liabilities | | | [removed: 113,564] [added: 94,340] | | | | | | [removed: 98,754] [added: 83,680] | | | | | | [removed: 87,361] [added: 75,186] | | | | | | [removed: 126,159] [added: 113,564] | | | | | | [removed: 107,875] [added: 98,754] | | | | | | [removed: 94,220] [added: 87,361] | | | | | |
| Consolidated yen-denominated net assets (liabilities) subject to foreign currency fluctuation*(2)* | | | $ | [removed: (14,291)] [added: (19,151)] | | | | | $ | [removed: (12,945)] [added: (17,486)] | | | | | $ | [removed: (11,768)] [added: (15,967)] | | | | | $ | [removed: (12,474)] [added: (14,291)] | | | | | $ | [removed: (11,352)] [added: (12,945)] | | | | | $ | [removed: (10,277)] [added: (11,768)] | | | | |
| Yen-denominated | | | | | | $ | [removed: 84,856] [added: 64,876] | | | | | | | | $ | [removed: 74,186] [added: 57,535] | | | | | | | | | | | $ | [removed: 94,670] [added: 84,856] | | | | | | | | $ | [removed: 82,339] [added: 74,186] | | | | |
| Dollar-denominated | | | | | | [removed: 40,709] [added: 32,075] | | | | | | | | | [removed: 37,168] [added: 29,551] | | | | | | | | | | | | [removed: 41,611] [added: 40,709] | | | | | | | | | [removed: 37,925] [added: 37,168] | | | | | |
| Total debt securities | | | | | | $ | [removed: 125,565] [added: 96,951] | | | | | | | | $ | [removed: 111,354] [added: 87,086] | | | | | | | | | | | $ | [removed: 136,281] [added: 125,565] | | | | | | | | $ | [removed: 120,264] [added: 111,354] | | | | |
| Commercial mortgage and other loans | | | | | | $ | [removed: 11,996] [added: 13,212] | | | | | | | | $ | [removed: 11,881] [added: 13,136] | | | | | | | | | | | $ | [removed: 10,655] [added: 11,996] | | | | | | | | $ | [removed: 10,546] [added: 11,881] | | | | |
| Derivatives | | | | | | $ | [removed: 936] [added: 617] | | | | | | | | $ | [removed: 958] [added: 669] | | | | | | | | | | | $ | [removed: 583] [added: 936] | | | | | | | | $ | [removed: 746] [added: 958] | | | | |
| Notes payable *(1)* | | | | | | $ | [removed: 8,539] [added: 6,826] | | | | | | | | $ | [removed: 7,882] [added: 6,368] | | | | | | | | | | | $ | [removed: 8,684] [added: 8,539] | | | | | | | | $ | [removed: 8,030] [added: 7,882] | | | | |
| Derivatives | | | | | | [removed: 1,619] [added: 1,698] | | | | | | | | | [removed: 1,419] [added: 1,542] | | | | | | | | | | | | [removed: 697] [added: 1,619] | | | | | | | | | [removed: 650] [added: 1,419] | | | | | |
| (In years) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |
| Yen-denominated debt securities | | | [removed: 14] [added: 13] | | | | | | [removed: 15] [added: 14] | | | | | |
| Dollar-denominated debt securities | | | [removed: 8] [added: 7] | | | | | | [removed: 9] [added: 8] | | | | | |
| Required interest on policy reserves | | | | | | 3.00 | | % | | | | | | | [removed: .96] [added: 1.22] | | % | *(1)* | | | | | | 3.00 | | % | | | | | | | [removed: .98] [added: .96] | | % | *(1)* | | | | | | | | | | | | | | | | | | | | |
| New money yield on investments | | | | | | [removed: 3.19] [added: 4.92] | | | | | | | | | [removed: 3.34] [added: 4.29] | | | | | | | | | [removed: 2.83] [added: 3.19] | | | | | | | | | [removed: 3.59] [added: 3.34] | | | | | | | | | | | | | | | | | | | | | | | |
| Required interest on policy reserves | | | | | | [removed: 5.10] [added: 4.99] | | | | | | | | | [removed: 3.05] [added: 2.98] | | | *(1)* | | | | | | [removed: 5.19] [added: 5.10] | | | | | | | | | [removed: 3.12] [added: 3.05] | | | *(1)* | | | | | | | | | | | | | | | | | | | | |
| Portfolio book yield, end of period | | | | | | [removed: 4.72] [added: 5.15] | | | | | | | | | [removed: 2.44] [added: 2.87] | | | | | | | | | [removed: 4.97] [added: 4.72] | | | | | | | | | [removed: 2.43] [added: 2.44] | | | | | | | | | | | | | | | | | | | | | | | |
Aflac Japan investment yields above includes U.S. [removed: dollar–denominated] [added: dollar-denominated] investment yields prior to factoring in amortized hedge costs.
The upcoming cessation of USD LIBOR as an interest rate [removed: benchmark, along with bank supervisory limits on banks entering into new USD LIBOR transactions after December 31, 2021,] [added: benchmark] may create uncertainty in the valuation of USD LIBOR-based loans, as well as for other USD LIBOR-based derivatives and assets.
Evaluating the underlying risks in the Company's credit portfolio involves a multitude of factors including but not limited to its assessment of the issuer's or borrower's business activities, assets, products, market position, financial condition, and [added: future prospects, including sustainability of the issuer’s or borrower’s business and the impact of environmental, social and governance-related factors.]
| 1 | | | | | | | | | | | | Japan National Government *(1)* | | | | | | $ | [removed: 50,186] [added: 42,618] | | | | | [removed: 46.74] [added: 45.09] | | % | | | | A+ | | |
| [removed: 2] [added: 3] | | | | | | | | | | | | MUFG Bank, Ltd. | | | | | | [removed: 391] [added: 339] | | | | | | .36 | | | | | | | | |
condition.
There is a risk that in a scenario of long-term yen weakening there could be significant derivative losses that create corresponding liquidity requirements to support interim derivative settlements.
Further, the derivatives used for hedging are shorter in duration than the hedged investments, so there is rollover risk.
In unfavorable market environments, the rollover of derivatives throughout the hedging period could result in increased hedge costs.
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
to be reported.
| Subtotal | | | 73,522 | | | | | | 65,183 | | | | | | 58,990 | | | | | | 95,280 | | | | | | 82,972 | | | | | | 74,691 | | | | | |
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Significant increases in interest rates could cause declines in the values of the Company's investment portfolio which will also have a secondary impact on the Company's overall evaluation of its deferred tax asset position.
| | | | 2022 | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | |
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
| (In years) | | | 2022 | | | | | | 2021 | | | | | |
| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In 2022, the Company expanded the use of interest rate swaps in its hedging strategy, which is designed to help manage the Company's sensitivity to interest rates.
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
December 31, 2022
| 7 | | | | | | | | | | | | Nordea Bank AB | | | | | | 258 | | | | | | .27 | | | | | | A- | | |
| 8 | | | | | | | | | | | | AXA | | | | | | 252 | | | | | | .27 | | | | | | A | | |
| 11 | | | | | | | | | | | | CFE | | | | | | 240 | | | | | | .25 | | | | | | BBB | | |
| 15 | | | | | | | | | | | | Czech (Republic Of) | | | | | | 226 | | | | | | .24 | | | | | | AA- | | |
| | | | | | | | | | | | | Subtotal | | | | | | $ | 46,397 | | | | | 49.08 | | % | | | | | | |
| | | | | | | | | | | | | Total fixed maturity securities | | | | | | $ | 94,525 | | | | | 100.00 | | % | | | | | | |
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | |
| Ireland | | | 118 | | | | | | .1 | | | | | | 99 | | | | | | .1 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Quantitative and Qualitative Disclosures About Market Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
to these market risks.
However, this hedging program in turn poses a countervailing long-term risk of loss on hedging currency derivatives under the long-term scenario of weakening yen, and related derivative rollover risk that could amplify hedge cost in unfavorable market conditions and significantly increase liquidity requirements to support negative
derivative settlements.
| Subtotal | | | 95,280 | | | | | | 82,972 | | | | | | 74,691 | | | | | | 109,987 | | | | | | 91,334 | | | | | | 81,777 | | | | | |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | |
| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
future prospects, including sustainability of the issuer’s or borrower’s business and the impact of environmental, social and governance-related factors.
December 31, 2021
| 8 | | | | | | | | | | | | Nordea Bank AB | | | | | | 296 | | | | | | .28 | | | | | | A- | | |
| 9 | | | | | | | | | | | | AXA | | | | | | 284 | | | | | | .26 | | | | | | BBB+ | | |
| 12 | | | | | | | | | | | | CFE | | | | | | 277 | | | | | | .26 | | | | | | BBB | | |
| 15 | | | | | | | | | | | | Investor AB | | | | | | 261 | | | | | | .24 | | | | | | AA- | | |
| | | | | | | | | | | | | Subtotal | | | | | | $ | 54,537 | | | | | 50.79 | | % | | | | | | |
| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | |
| Ireland | | | 99 | | | | | | .1 | | | | | | 109 | | | | | | .1 | | | | | |
| Luxembourg | | | 0 | | | | | | .0 | | | | | | 9 | | | | | | .0 | | | | | |
| Total fixed maturity securities | | | $ | 107,377 | | | | | 100.0 | | % | | | | $ | 116,104 | | | | | 100.0 | | % | | | |
An excerpt. Shown here: 40 of 84 rewritten, all 27 added and all 17 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2022 filing and the FY2021 filing.
Item 1. BUSINESS
51 rewritten, 40 added, 29 removed, 235 unchanged
Throughout its [removed: 65 year] [added: 67-year] history, the Company’s supplemental insurance policies have given policyholders the opportunity to focus on recovery, not financial stress.
[removed: ][added: ]
An innovative marketing campaign with something unique and memorable that would build brand awareness was [added: needed.]
[removed: The Company's insurance business consists of two reporting segments:] Aflac [removed: Japan and Aflac] U.S. [removed: The primary insurance subsidiary in the Aflac Japan segment is Aflac Life Insurance Japan Ltd. Aflac U.S.] includes the insurance subsidiaries American Family Life Assurance Company of Columbus (Aflac); Continental American Insurance Company (CAIC), branded as Aflac Group Insurance (AGI); American Family Life Assurance Company of New York (Aflac New York); [removed: and] Tier One Insurance Company (TOIC); [removed: as well as] [added: and Aflac Benefits Solutions (ABS), formerly] Argus Dental & Vision, [removed: Inc. (Argus),] [added: Inc.,] which [removed: is licensed as] [added: provides] a [removed: third party administrator in most U.S. jurisdictions] [added: platform for Aflac Dental] and [removed: as a pre-paid limited health service organization] [added: Vision] in [removed: Florida.][added: the U.S.]
Aflac Japan has responded to this consumer need by enhancing existing products and developing new products, such as a nursing care product introduced in [removed: 2021.][added: 2021 and work leave insurance introduced in 2022.]
[removed: | THIRD SECTOR INSURANCE | | | | | | FIRST SECTOR INSURANCE | | | | | | | | | | | | | | |][added: *Third Sector Insurance Products*]
Medical and Other [removed: Health Insurance][added: Health]
[removed: Life Insurance][added: Life]
Aflac Japan was represented by [removed: more than 8,000] [added: approximately 7,400] sales agencies at the end of [removed: 2021,] [added: 2022,] with approximately [removed: 112,000] [added: 110,000] licensed sales associates employed by those agencies, including individual agencies.
[removed: By the end of 2021,] [added: At December 31, 2022,] Aflac Japan had agreements with approximately 90% of the total number of banks in Japan to sell its products.
Japan Post Group Aflac Japan's alliance with Japan Post [removed: Group] [added: Group, which is included in Aflac Japan's affiliated corporate agencies distribution channel,] was launched in 2008.
However, based on Aflac Japan's size of annualized premiums in force and diversified distribution network, the Company [removed: does not believe that Aflac Japan's market-leading position has been significantly impacted by] [added: believes it is well-positioned to continue to adapt to] increased competition.
The Company believes Aflac Japan will remain a leading provider of [added: third sector products such as] cancer and medical insurance coverage in Japan, principally due to its experience in the market, well-known brand, low-cost operations, expansive marketing system and product expertise.
The FSA updated its guidelines regarding cybersecurity in [removed: October 2018.][added: February 2022.]
[removed: | ▪Accident | | | ▪Hospital] [added: Hospital] Indemnity [removed: | | | ▪Life | | |]
[removed: | ▪Disability | | | ▪Dental | | | | | |][added: Disability]
Dental and Vision Insurance Aflac U.S. offers network dental and vision products on a group [added: basis and fixed-benefit coverage on both an individual and group] basis.
[added: Life Insurance] Aflac U.S. offers [removed: fixed-benefit dental coverage] [added: term- and whole-life policies] on both an individual and group basis.
Aflac [removed: U.S. offers] Vision [removed: NowSM,] [added: NowSM is] an individually issued policy which provides [added: fixed] benefits for serious eye health conditions and loss of sight as well as coverage for corrective eye materials and exam benefits.
[removed: Brokers in the U.S. are] independent contractors and are paid commissions based on first-year and renewal premiums from their sales of insurance products.
[added: State] Insurance Regulation The Parent Company and its U.S. insurance subsidiaries, Aflac, CAIC, TOIC (Nebraska-domiciled insurance companies), Aflac New York (a New York-domiciled insurance company) and [removed: Argus] [added: ABS] (a licensed third party administrator in most U.S. jurisdictions and [removed: as] a pre-paid limited health service organization in Florida) are subject to state regulations in the U.S. as an insurance holding company system.
There were no material findings contained in the NDOI or [removed: New York Department of Financial Services (NYDFS)] [added: NYSDFS] final exam reports.
In the absence of a comprehensive federal privacy law, [removed: many States] [added: states] are making a push towards privacy legislation.
[added: Examples of these types of legislation include the] California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the UK General Data Protection Regulation (UK GDPR), the UK Data Protection Act of 2018 [removed: (DPA Act)] [added: (UK DPA)] and most [removed: recently] [added: recently, going into effect in 2023,] the [added: Connecticut Data Privacy Act (CDPA), the Utah Consumer Privacy Act (UCPA), the] Virginia Consumer Data [removed: Privacy] [added: Protection] Act [removed: (CDPA)] [added: (VCDPA)] and the Colorado Privacy Act [removed: (CPA), which both go into effect in 2023, are examples of these types of legislation.][added: (CPA).]
For example, the National Institute of Standards and Technology (NIST) issued enhanced security guidelines of the software supply chain and [removed: New York Department of Financial Services (NYDFS)] [added: NYSDFS] published increased security guidelines related to ransomware.
The Company's other operations include the Parent Company, Aflac Global Ventures LLC and its subsidiaries, asset management subsidiaries, results of reinsurance [removed: retrocession] activities and a printing subsidiary.
The Company also entered into an alliance agreement with Trupanion, Inc. to sell pet insurance in worksites in the U.S., subject to certain exceptions, and to explore on an exclusive basis potential [removed: distribution opportunities for pet insurance in Japan.]
The Company’s overarching human capital philosophy is, “If you take care of your employees, your employees will take care of the business.” As of December 31, [removed: 2021,] [added: 2022,] Aflac Japan had [removed: 6,492] [added: 6,996] employees, Aflac U.S. had [removed: 4,851] [added: 4,839] employees, and the Company's other operations had [removed: 1,104] [added: 1,047] employees.
The Company's compensation and benefit expense totaled approximately [added: $1.9 billion in 2022, compared with approximately] $2.0 billion in [removed: both 2021 and 2020.][added: 2021.]
Aflac Japan [removed: is implementing] [added: implemented] a human capital management system, beginning in January 2021 with managers and more senior leadership positions and in January 2022 with all other employees.
Under the new system, employees [removed: will] have access to descriptions and necessary skills for all job positions across the Company and [removed: will be] [added: are] able to more proactively design their careers.
In [removed: 2021,] [added: 2022,] Aflac Japan was certified, for the [removed: fourth] [added: fifth] consecutive year, as one of the top 500 Leading Companies in Health and Productivity Management under the Certified Health & Productivity Management Outstanding Organizations Recognition Program with Japan's Ministry of Economy, Trade and Industry.
Aflac Japan's current certification was in recognition of wide-ranging initiatives including a walking campaign, online seminars focused on improving health literacy, efforts to improve lifestyle habits such as support for smoke-free efforts, promotion of cancer [removed: screening and the establishment of a] [added: screening, as well as COVID-19 control measures, including flexible working arrangements,] workplace [removed: support program.][added: environment improvements and vaccination support.]
- As of December 31, [removed: 2021,] [added: 2022,] women account for [removed: 56%] [added: 54%] of Aflac Japan [removed: employees, including part-time] employees and 33% of those in leadership roles.
Women also held [removed: 15%] [added: 19%] of senior management roles.
- As of December 31, [removed: 2021,] [added: 2022,] 49% of Aflac U.S. and the Parent Company employees located in the U.S. were people of color and 66% were women.
Women also occupied [removed: 49%] [added: 50%] of leadership roles located in the U.S. and [removed: 28%] [added: 31%] of senior management roles.
In [removed: 2021, 64%] [added: 2022, 62%] of new hires located in the U.S. were people of color and [removed: 76%] [added: 69%] were women.
Of Aflac Heartful Services’ [removed: 145] [added: 154] employees as of December 31, [removed: 2021, 116] [added: 2022, 124] have a disability.
| Daniel P. Amos | | | Chairman, Aflac Incorporated and Aflac, since 2001; Chief Executive Officer, Aflac Incorporated and Aflac, since 1990; President, Aflac, from 2017 until 2018; President, Aflac Incorporated, from 2018 until 2020 | | | [removed: 70] [added: 71] | | |
In recent years, the Company has pivoted to digital sales methods and accelerated related digital investments.
The Company develops relevant supplemental health insurance products offering financial protection from the rising out-of-pocket expenses associated with medical events that are not covered by the insureds' primary coverage.
The Company also offers a complement of other voluntary health and life insurance products to fit the needs of its customers.
Additionally, the Company aims to obtain more customers by selling where the customer prefers to purchase protection, whether through an agent or broker, a distribution partner or directly from the Company.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
The Company's insurance business consists of two reporting segments: Aflac Japan and Aflac U.S. The primary insurance subsidiary in the Aflac Japan segment is Aflac Life Insurance Japan Ltd. (ALIJ).
Cancer
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Other
Work Leave Insurance Aflac Japan’s Work Leave Insurance offers benefits for relatively short-term hospitalization and home care associated with work leave of less than a year.
It is a product that meets the growing need for leave benefits, especially for employees of small and medium-sized companies.
*First Sector Insurance Products*
*Protection-Type Life Insurance*
*Savings-Type Life Insurance*
In November 2022, Aflac Japan refreshed its WAYS and Child Endowment products and began to actively promote sales of these products after having curtailed sales of both products beginning in 2013.
Dai-ichi Life is included in Aflac Japan's affiliated corporate agencies distribution channel.
Additionally, in April 2022, approximately 10,000 employees of Japan Post Co. were transferred to Japan Post Insurance.
Japan Post Group has informed Aflac Japan that the transferred employees' responsibilities will include sales of Japan Post Insurance products and Aflac Japan cancer products but will not include sales of other financial products.
Daido Life is included in Aflac Japan's affiliated corporate agencies distribution channel.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Accident
Critical Care
Dental and Vision
Life
Brokers in the U.S. are
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
In 2023, the NYSDFS will commence a routine market conduct examination on Aflac New York of the five-year period ended December 31, 2022.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
In 2022, the Company established Aflac Re Bermuda Ltd. (Aflac Re Bermuda), a Bermuda domiciled insurer that reinsures certain policies issued by ALIJ.
Aflac Re Bermuda is subject to regulation in Bermuda, where the Bermuda Monetary Authority (BMA) has broad administrative powers relating to granting and revoking licenses to transact reinsurance business, approval of specific reinsurance transactions, capital requirements and solvency standards, limitations on dividends to shareholders, the nature of and limitations on investments, and the filing of financial statements in accordance with prescribed or permitted accounting practices.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
distribution opportunities for pet insurance in Japan.
On November 10, 2022, the Company and Trupanion announced a joint venture between ALIJ and Trupanion to provide pet insurance in Japan.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Each year, Aflac Japan conducts a human capital engagement survey in which all employees answer questions about the company and their organization to measure engagement across the company and detect organizational issues.
The results of the survey are reported to Aflac Japan's Human Capital Management Committee to identify issues, formulate enhancement/improvement measures and implement them.
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
| Virgil R. Miller | | | President, Aflac U.S., since 2023; Deputy President, Aflac U.S., from 2022 until 2023; Executive Vice President, President of Group and Individual Benefits Division, Aflac U.S., from 2021 until 2022; Executive Vice President, Chief Operating Officer, Aflac U.S., from 2018 until 2021; Senior Vice President, Chief Administrative Officer, Aflac U.S., from 2016 until 2018 | | | 54 | | |
During 2020 and continuing into 2021, in response to the onset and development of the global Coronavirus Disease 2019 (COVID-19) pandemic, the Company pivoted to digital sales methods and accelerated related digital investments.
For information on the Company’s response to COVID-19, see the Executive Summary section of Item 7.
MD&A.
The Company develops relevant supplemental insurance products and sells them through expanded distribution channels.
Business](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)
needed.
As of December 31, 2021, Aflac Japan exceeded 23 million individual policies in force in Japan.
Aflac Japan continued to be the number one seller of cancer insurance policies in Japan throughout 2021, with more than 15 million cancer policies in force as of December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Life insurance products include: | | | | | | | | | | | | | | |
| ▪Cancer | | | | | | Protection type: | | | | | | | | | Savings type: | | | | | |
| ▪Medical | | | | | | ▪Whole Life | | | | | | | | | ▪WAYS | | | | | |
| ▪Nursing Care | | | | | | ▪Term Life | | | | | | | | | ▪Child Endowment | | | | | |
| ▪Income Support | | | | | | ▪GIFT | | | | | | | | | | | | | | |
Beginning in 2013, Aflac Japan curtailed sales of WAYS and Child Endowment, first sector savings-type products, due to persistent low interest rates in Japan and, in particular, the relatively large capital commitment required by such products and their lower profitability, in such an environment.
In 2018, the Company entered a strategic alliance with Japan Post Holdings Co., Ltd. (Japan Post Holdings), the parent company of Japan Post Co. and Japan Post Insurance.
In 2021, the Parent Company, Aflac Japan and Japan Post Group agreed to pursue several specific initiatives toward building a "Co-creation Platform" to support customers and local communities.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ▪Cancer | | | ▪Critical Illness | | | ▪Vision | | |
The individual short-term disability product offers an Aflac Value Rider that pays a benefit, less claims, for every consecutive five-year term that the policy is in force.
Aflac U.S. also offers a lump sum rider for a range of critical illness events that can be added to its individual accident, short-term disability and hospital indemnity products.
Life Aflac U.S. offers term- and whole-life policies on both an individual and group basis.
The
Aflac Japan provides an annual survey to employees to assess their work styles, and in 2021 Aflac Japan conducted a more comprehensive employee survey.
In response to the COVID-19 global pandemic, Aflac Japan is implementing paperless initiatives in order to promote a flexible working style not limited by time or place, and Aflac U.S. announced actions taken for its employees including a commitment to cover the costs of COVID-19 testing and extended paid leave in certain circumstances.
For more information on the effects of the COVID-19 global pandemic on the Company’s human capital management, see the Executive Summary section of Item 7.
| Teresa L. White | | | President, Aflac U.S., since 2014 | | | 55 | | |
An excerpt. Shown here: 40 of 51 rewritten, all 40 added and all 29 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Cover and table of contents
33 rewritten, 3 added, 2 removed, 131 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] was [removed: $35,892,975,941.][added: $34,906,869,651.]
The number of shares of the registrant’s common stock outstanding at February 16, [removed: 2022,] [added: 2023,] with $.10 par value, was [removed: 649,860,875.][added: 612,208,648.]
Certain information contained in the Notice and Proxy Statement for the Company’s [removed: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated by reference into Part III hereof.
For the Year Ended December 31, [removed: 2021][added: 2022]
| | | | Item 1. | | | [removed: [Business](#i9d15d4d05e5f4da4a2406cc997a1bfea_25)] [added: [Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_25)] | | | [removed: [2](#i9d15d4d05e5f4da4a2406cc997a1bfea_25)] [added: [2](#i42cb5987ad2e49a7b3aff2af3045d1cf_25)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i9d15d4d05e5f4da4a2406cc997a1bfea_28)] [added: Factors](#i42cb5987ad2e49a7b3aff2af3045d1cf_28)] | | | [removed: [13](#i9d15d4d05e5f4da4a2406cc997a1bfea_28)] [added: [13](#i42cb5987ad2e49a7b3aff2af3045d1cf_28)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i9d15d4d05e5f4da4a2406cc997a1bfea_31)] [added: Comments](#i42cb5987ad2e49a7b3aff2af3045d1cf_31)] | | | [removed: [28](#i9d15d4d05e5f4da4a2406cc997a1bfea_31)] [added: [27](#i42cb5987ad2e49a7b3aff2af3045d1cf_31)] | | |
| | | | Item 2. | | | [removed: [Properties](#i9d15d4d05e5f4da4a2406cc997a1bfea_34)] [added: [Properties](#i42cb5987ad2e49a7b3aff2af3045d1cf_34)] | | | [removed: [28](#i9d15d4d05e5f4da4a2406cc997a1bfea_34)] [added: [27](#i42cb5987ad2e49a7b3aff2af3045d1cf_34)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i9d15d4d05e5f4da4a2406cc997a1bfea_37)] [added: Proceedings](#i42cb5987ad2e49a7b3aff2af3045d1cf_37)] | | | [removed: [28](#i9d15d4d05e5f4da4a2406cc997a1bfea_37)] [added: [28](#i42cb5987ad2e49a7b3aff2af3045d1cf_37)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i9d15d4d05e5f4da4a2406cc997a1bfea_40)] [added: Disclosures](#i42cb5987ad2e49a7b3aff2af3045d1cf_40)] | | | [removed: [28](#i9d15d4d05e5f4da4a2406cc997a1bfea_40)] [added: [28](#i42cb5987ad2e49a7b3aff2af3045d1cf_40)] | | |
| | | | Item 5. | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9d15d4d05e5f4da4a2406cc997a1bfea_46)] [added: Securities](#i42cb5987ad2e49a7b3aff2af3045d1cf_46)] | | | [removed: [29](#i9d15d4d05e5f4da4a2406cc997a1bfea_46)] [added: [29](#i42cb5987ad2e49a7b3aff2af3045d1cf_46)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i9d15d4d05e5f4da4a2406cc997a1bfea_49)] [added: [\[Reserved\]](#i42cb5987ad2e49a7b3aff2af3045d1cf_49)] | | | [removed: [31](#i9d15d4d05e5f4da4a2406cc997a1bfea_49)] [added: [31](#i42cb5987ad2e49a7b3aff2af3045d1cf_49)] | | |
| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9d15d4d05e5f4da4a2406cc997a1bfea_52)] [added: Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_52)] | | | [removed: [32](#i9d15d4d05e5f4da4a2406cc997a1bfea_52)] [added: [32](#i42cb5987ad2e49a7b3aff2af3045d1cf_52)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9d15d4d05e5f4da4a2406cc997a1bfea_103)] [added: Risk](#i42cb5987ad2e49a7b3aff2af3045d1cf_103)] | | | [removed: [72](#i9d15d4d05e5f4da4a2406cc997a1bfea_103)] [added: [70](#i42cb5987ad2e49a7b3aff2af3045d1cf_103)] | | |
| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9d15d4d05e5f4da4a2406cc997a1bfea_106)] [added: Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)] | | | [removed: [80](#i9d15d4d05e5f4da4a2406cc997a1bfea_106)] [added: [78](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)] | | |
| | | | Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i9d15d4d05e5f4da4a2406cc997a1bfea_232)] [added: Disclosure](#i42cb5987ad2e49a7b3aff2af3045d1cf_223)] | | | [removed: [173](#i9d15d4d05e5f4da4a2406cc997a1bfea_232)] [added: [176](#i42cb5987ad2e49a7b3aff2af3045d1cf_223)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i9d15d4d05e5f4da4a2406cc997a1bfea_235)] [added: Procedures](#i42cb5987ad2e49a7b3aff2af3045d1cf_226)] | | | [removed: [173](#i9d15d4d05e5f4da4a2406cc997a1bfea_235)] [added: [176](#i42cb5987ad2e49a7b3aff2af3045d1cf_226)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i9d15d4d05e5f4da4a2406cc997a1bfea_238)] [added: Information](#i42cb5987ad2e49a7b3aff2af3045d1cf_229)] | | | [removed: [173](#i9d15d4d05e5f4da4a2406cc997a1bfea_238)] [added: [176](#i42cb5987ad2e49a7b3aff2af3045d1cf_229)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9d15d4d05e5f4da4a2406cc997a1bfea_2713)] [added: Inspections](#i42cb5987ad2e49a7b3aff2af3045d1cf_232)] | | | [removed: [173](#i9d15d4d05e5f4da4a2406cc997a1bfea_2713)] [added: [176](#i42cb5987ad2e49a7b3aff2af3045d1cf_232)] | | |
| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9d15d4d05e5f4da4a2406cc997a1bfea_244)] [added: Governance](#i42cb5987ad2e49a7b3aff2af3045d1cf_238)] | | | [removed: [174](#i9d15d4d05e5f4da4a2406cc997a1bfea_244)] [added: [177](#i42cb5987ad2e49a7b3aff2af3045d1cf_238)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i9d15d4d05e5f4da4a2406cc997a1bfea_247)] [added: Compensation](#i42cb5987ad2e49a7b3aff2af3045d1cf_241)] | | | [removed: [174](#i9d15d4d05e5f4da4a2406cc997a1bfea_247)] [added: [177](#i42cb5987ad2e49a7b3aff2af3045d1cf_241)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9d15d4d05e5f4da4a2406cc997a1bfea_250)] [added: Matters](#i42cb5987ad2e49a7b3aff2af3045d1cf_244)] | | | [removed: [174](#i9d15d4d05e5f4da4a2406cc997a1bfea_250)] [added: [177](#i42cb5987ad2e49a7b3aff2af3045d1cf_244)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9d15d4d05e5f4da4a2406cc997a1bfea_253)] [added: Independence](#i42cb5987ad2e49a7b3aff2af3045d1cf_247)] | | | [removed: [174](#i9d15d4d05e5f4da4a2406cc997a1bfea_253)] [added: [177](#i42cb5987ad2e49a7b3aff2af3045d1cf_247)] | | |
| | | | Item 14. | | | [Principal Accounting Fees and [removed: Services](#i9d15d4d05e5f4da4a2406cc997a1bfea_256)] [added: Services](#i42cb5987ad2e49a7b3aff2af3045d1cf_250)] | | | [removed: [174](#i9d15d4d05e5f4da4a2406cc997a1bfea_256)] [added: [177](#i42cb5987ad2e49a7b3aff2af3045d1cf_250)] | | |
| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i9d15d4d05e5f4da4a2406cc997a1bfea_262)] [added: Schedules](#i42cb5987ad2e49a7b3aff2af3045d1cf_256)] | | | [removed: [175](#i9d15d4d05e5f4da4a2406cc997a1bfea_262)] [added: [178](#i42cb5987ad2e49a7b3aff2af3045d1cf_256)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i9d15d4d05e5f4da4a2406cc997a1bfea_268)] [added: Summary](#i42cb5987ad2e49a7b3aff2af3045d1cf_307)] | | | [removed: [190](#i9d15d4d05e5f4da4a2406cc997a1bfea_268)] [added: [193](#i42cb5987ad2e49a7b3aff2af3045d1cf_307)] | | |
- [added: global fluctuations in interest rates and] exposure to significant interest rate risk
- differing [removed: judgments] [added: interpretations] applied to investment valuations
- [removed: the effects of] [added: major public health issues, including] COVID-19 and [removed: its variants (both known and emerging), and] any resulting [added: or coincidental] economic [removed: effects and government interventions,] [added: effects,] on the Company's business and financial results
- ability to continue to develop and implement improvements in information technology systems [added: and on successful execution of revenue growth and expense management initiatives]
- catastrophic events, including, but not limited to, as a result of climate change, epidemics, pandemics (such as [removed: the coronavirus] COVID-19), tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, terrorism or other acts of violence, and damage incidental to such events
| [Glossary of Select Terms](#i42cb5987ad2e49a7b3aff2af3045d1cf_310) | | | | | | | | | [194](#i42cb5987ad2e49a7b3aff2af3045d1cf_310) | | |
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Business](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
| [Glossary of Select Terms](#i9d15d4d05e5f4da4a2406cc997a1bfea_316) | | | | | | | | | [191](#i9d15d4d05e5f4da4a2406cc997a1bfea_316) | | |
Business](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)
Item 2. PROPERTIES
2 rewritten, 2 added, 0 removed, 8 unchanged
The Company leases office space in Columbia, South Carolina, which houses the Company's CAIC subsidiary (branded as Aflac Group [removed: Insurance),] [added: Insurance);] in New York, New York, which houses the Company's Global Investment [removed: division, and] [added: division;] in Tampa, Florida, which houses the Company's [removed: Argus subsidiary.][added: ABS subsidiary; and in Farmington, Connecticut, Windsor, Connecticut and Plantation, Florida, which houses the operations of the Company's group life, disability and absence management business.]
The Company [removed: also] leases [added: other] administrative office space throughout the U.S., Puerto Rico and the United Kingdom.
[Item 2.
Properties](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 3 unchanged
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)][added: Securities](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
8 rewritten, 18 added, 16 removed, 20 unchanged
As of February 16, [removed: 2022,] [added: 2023,] there were [removed: 85,313] [added: 84,297] holders of record of the Company's common stock.
For a summary of dividends paid to shareholders in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and potential restrictions on the Company's ability to pay future dividends, see the Liquidity and Capital Resources section of Item 7.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)][added: Securities](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)]
[removed: ][added: ]
| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |
Copyright© [removed: 2022] [added: 2023] Standard & Poor’s, a division of S&P Global.
During the year ended December 31, [removed: 2021,] [added: 2022,] the [added: Parent] Company repurchased shares of [removed: Aflac] [added: its] common stock as follows:
[removed: *(1)During] [added: *(1)* *During] the year ended December 31, [removed: 2021, 437,813] [added: 2022, 370,083] shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.*
| Aflac Incorporated | | | 100.00 | | | | | | 106.21 | | | | | | 125.92 | | | | | | 108.82 | | | | | | 146.43 | | | | | | 185.03 | | |
| S&P 500 | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |
| S&P Life & Health Insurance | | | 100.00 | | | | | | 79.23 | | | | | | 97.60 | | | | | | 88.35 | | | | | | 120.76 | | | | | | 133.25 | | |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)
| January 1 - January 31 | | | | | | 1,933,400 | | | | | | | | | | | | $ | 61.87 | | | | | | | | | | | 1,933,400 | | | | | | | | | | | | 53,895,617 | | | | | | | | |
| February 1 - February 28 | | | | | | 3,183,212 | | | | | | | | | | | | 63.58 | | | | | | | | | | | | 2,845,206 | | | | | | | | | | | | 51,050,411 | | | | | | | | |
| March 1 - March 31 | | | | | | 3,233,866 | | | | | | | | | | | | 61.93 | | | | | | | | | | | | 3,228,600 | | | | | | | | | | | | 47,821,811 | | | | | | | | |
| April 1 - April 30 | | | | | | 2,592,239 | | | | | | | | | | | | 62.98 | | | | | | | | | | | | 2,589,500 | | | | | | | | | | | | 45,232,311 | | | | | | | | |
| May 1 - May 31 | | | | | | 4,284,400 | | | | | | | | | | | | 57.22 | | | | | | | | | | | | 4,284,400 | | | | | | | | | | | | 40,947,911 | | | | | | | | |
| June 1 - June 30 | | | | | | 4,315,931 | | | | | | | | | | | | 56.12 | | | | | | | | | | | | 4,310,888 | | | | | | | | | | | | 36,637,023 | | | | | | | | |
| July 1 - July 31 | | | | | | 3,670,800 | | | | | | | | | | | | 55.40 | | | | | | | | | | | | 3,670,800 | | | | | | | | | | | | 32,966,223 | | | | | | | | |
| August 1 - August 31 | | | | | | 3,983,200 | | | | | | | | | | | | 61.37 | | | | | | | | | | | | 3,983,200 | | | | | | | | | | | | 28,983,023 | | | | | | | | |
| September 1 - September 30 | | | | | | 3,406,571 | | | | | | | | | | | | 59.47 | | | | | | | | | | | | 3,403,200 | | | | | | | | | | | | 25,579,823 | | | | | | | | |
| October 1 - October 31 | | | | | | 2,817,100 | | | | | | | | | | | | 60.01 | | | | | | | | | | | | 2,817,100 | | | | | | | | | | | | 22,762,723 | | | | | | | | |
| November 1 - November 30 | | | | | | 2,867,949 | | | | | | | | | | | | 69.91 | | | | | | | | | | | | 2,856,100 | | | | | | | | | | | | 119,906,623 | | | | | | | | |
| December 1 - December 31 | | | | | | 3,268,609 | | | | | | | | | | | | 70.89 | | | | | | | | | | | | 3,264,800 | | | | | | | | | | | | 116,641,823 | | | | | | | | |
| Total | | | | | | 39,557,277 | | | | | | *(1)* | | | | | | $ | 61.29 | | | | | | | | | | | 39,187,194 | | | | | | | | | | | | 116,641,823 | | | | | | *(2)* | | |
*(2)* *The total remaining shares available for purchase at December 31, 2022, consisted of 16,641,823 shares related to a 100,000,000 share repurchase authorization by the board of directors announced in August 2020 and 100,000,000 shares related to a 100,000,000 share repurchase authorization by the board of directors announced in November 2022.*
| Aflac Incorporated | | | 100.00 | | | | | | 129.00 | | | | | | 137.01 | | | | | | 162.43 | | | | | | 140.38 | | | | | | 188.89 | | |
| S&P 500 | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
| S&P Life & Health Insurance | | | 100.00 | | | | | | 116.43 | | | | | | 92.24 | | | | | | 113.63 | | | | | | 102.86 | | | | | | 140.59 | | |
| January 1 - January 31 | | | | | | 2,850,664 | | | | | | | | | | | | $ | 45.60 | | | | | | | | | | | 2,850,664 | | | | | | | | | | | | 96,304,954 | | | | | | | | |
| February 1 - February 28 | | | | | | 5,034,979 | | | | | | | | | | | | 47.30 | | | | | | | | | | | | 4,661,812 | | | | | | | | | | | | 91,643,142 | | | | | | | | |
| March 1 - March 31 | | | | | | 5,932,047 | | | | | | | | | | | | 50.55 | | | | | | | | | | | | 5,927,500 | | | | | | | | | | | | 85,715,642 | | | | | | | | |
| April 1 - April 30 | | | | | | 2,266,200 | | | | | | | | | | | | 52.73 | | | | | | | | | | | | 2,266,200 | | | | | | | | | | | | 83,449,442 | | | | | | | | |
| May 1 - May 31 | | | | | | 2,855,900 | | | | | | | | | | | | 55.81 | | | | | | | | | | | | 2,855,900 | | | | | | | | | | | | 80,593,542 | | | | | | | | |
| June 1 - June 30 | | | | | | 4,055,001 | | | | | | | | | | | | 54.61 | | | | | | | | | | | | 4,052,204 | | | | | | | | | | | | 76,541,338 | | | | | | | | |
| July 1 - July 31 | | | | | | 2,436,400 | | | | | | | | | | | | 53.51 | | | | | | | | | | | | 2,436,400 | | | | | | | | | | | | 74,104,938 | | | | | | | | |
| August 1 - August 31 | | | | | | 3,706,404 | | | | | | | | | | | | 56.51 | | | | | | | | | | | | 3,675,122 | | | | | | | | | | | | 70,429,816 | | | | | | | | |
| September 1 - September 30 | | | | | | 3,467,904 | | | | | | | | | | | | 54.09 | | | | | | | | | | | | 3,460,300 | | | | | | | | | | | | 66,969,516 | | | | | | | | |
| October 1 - October 31 | | | | | | 2,509,800 | | | | | | | | | | | | 54.89 | | | | | | | | | | | | 2,509,800 | | | | | | | | | | | | 64,459,716 | | | | | | | | |
| November 1 - November 30 | | | | | | 3,921,723 | | | | | | | | | | | | 55.94 | | | | | | | | | | | | 3,920,699 | | | | | | | | | | | | 60,539,017 | | | | | | | | |
| December 1 - December 31 | | | | | | 4,727,392 | | | | | | | | | | | | 56.93 | | | | | | | | | | | | 4,710,000 | | | | | | | | | | | | 55,829,017 | | | | | | | | |
| Total | | | | | | 43,764,414 | | | | | | *(1)* | | | | | | $ | 53.06 | | | | | | | | | | | 43,326,601 | | | | | | | | | | | | 55,829,017 | | | | | | | | |
Item 6. [RESERVED]
1 rewritten, 0 added, 0 removed, 1 unchanged
Management's Discussion and Analysis of Financial Condition and [removed: Results of Operations](#i9d15d4d05e5f4da4a2406cc997a1bfea_55)][added: Results](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [of](#i42cb5987ad2e49a7b3aff2af3045d1cf_55) [Operations](#i42cb5987ad2e49a7b3aff2af3045d1cf_55)]
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,104 rewritten, 610 added, 260 removed, 1,693 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i9d15d4d05e5f4da4a2406cc997a1bfea_109)] [added: Firm](#i42cb5987ad2e49a7b3aff2af3045d1cf_109)] | | | [removed: [81](#i9d15d4d05e5f4da4a2406cc997a1bfea_109)] [added: [79](#i42cb5987ad2e49a7b3aff2af3045d1cf_109)] | | |
| [Consolidated Financial [removed: Statements](#i9d15d4d05e5f4da4a2406cc997a1bfea_112)] [added: Statements](#i42cb5987ad2e49a7b3aff2af3045d1cf_112)] | | | [removed: [85](#i9d15d4d05e5f4da4a2406cc997a1bfea_112)] [added: [83](#i42cb5987ad2e49a7b3aff2af3045d1cf_112)] | | |
| [Consolidated Statements of [removed: Earnings](#i9d15d4d05e5f4da4a2406cc997a1bfea_112)] [added: Earnings](#i42cb5987ad2e49a7b3aff2af3045d1cf_112)] | | | [removed: [85](#i9d15d4d05e5f4da4a2406cc997a1bfea_112)] [added: [83](#i42cb5987ad2e49a7b3aff2af3045d1cf_112)] | | |
| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i9d15d4d05e5f4da4a2406cc997a1bfea_115)] [added: (Loss)](#i42cb5987ad2e49a7b3aff2af3045d1cf_115)] | | | [removed: [86](#i9d15d4d05e5f4da4a2406cc997a1bfea_115)] [added: [84](#i42cb5987ad2e49a7b3aff2af3045d1cf_115)] | | |
| [Consolidated Balance [removed: Sheets](#i9d15d4d05e5f4da4a2406cc997a1bfea_118)] [added: Sheets](#i42cb5987ad2e49a7b3aff2af3045d1cf_118)] | | | [removed: [87](#i9d15d4d05e5f4da4a2406cc997a1bfea_118)] [added: [85](#i42cb5987ad2e49a7b3aff2af3045d1cf_118)] | | |
| [Consolidated Statements of Shareholders' [removed: Equity](#i9d15d4d05e5f4da4a2406cc997a1bfea_121)] [added: Equity](#i42cb5987ad2e49a7b3aff2af3045d1cf_121)] | | | [removed: [88](#i9d15d4d05e5f4da4a2406cc997a1bfea_121)] [added: [86](#i42cb5987ad2e49a7b3aff2af3045d1cf_121)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i9d15d4d05e5f4da4a2406cc997a1bfea_124)] [added: Flows](#i42cb5987ad2e49a7b3aff2af3045d1cf_124)] | | | [removed: [90](#i9d15d4d05e5f4da4a2406cc997a1bfea_124)] [added: [88](#i42cb5987ad2e49a7b3aff2af3045d1cf_124)] | | |
| [Notes to the Consolidated Financial [removed: Statements](#i9d15d4d05e5f4da4a2406cc997a1bfea_127)] [added: Statements](#i42cb5987ad2e49a7b3aff2af3045d1cf_127)] | | | [removed: [91](#i9d15d4d05e5f4da4a2406cc997a1bfea_127)] [added: [89](#i42cb5987ad2e49a7b3aff2af3045d1cf_127)] | | |
| [Note 1. Summary of Significant Accounting [removed: Policies](#i9d15d4d05e5f4da4a2406cc997a1bfea_130)] [added: Policies](#i42cb5987ad2e49a7b3aff2af3045d1cf_130)] | | | [removed: [91](#i9d15d4d05e5f4da4a2406cc997a1bfea_130)] [added: [89](#i42cb5987ad2e49a7b3aff2af3045d1cf_130)] | | |
| [Note 2. Business Segment and Foreign [removed: Information](#i9d15d4d05e5f4da4a2406cc997a1bfea_133)] [added: Information](#i42cb5987ad2e49a7b3aff2af3045d1cf_133)] | | | [removed: [101](#i9d15d4d05e5f4da4a2406cc997a1bfea_133)] [added: [104](#i42cb5987ad2e49a7b3aff2af3045d1cf_133)] | | |
| [Note 3. [removed: Investments](#i9d15d4d05e5f4da4a2406cc997a1bfea_136)] [added: Investments](#i42cb5987ad2e49a7b3aff2af3045d1cf_136)] | | | [removed: [105](#i9d15d4d05e5f4da4a2406cc997a1bfea_136)] [added: [108](#i42cb5987ad2e49a7b3aff2af3045d1cf_136)] | | |
| [Note 4. Derivative [removed: Instruments](#i9d15d4d05e5f4da4a2406cc997a1bfea_163)] [added: Instruments](#i42cb5987ad2e49a7b3aff2af3045d1cf_163)] | | | [removed: [119](#i9d15d4d05e5f4da4a2406cc997a1bfea_163)] [added: [122](#i42cb5987ad2e49a7b3aff2af3045d1cf_163)] | | |
| [Note 5. Fair Value [removed: Measurements](#i9d15d4d05e5f4da4a2406cc997a1bfea_172)] [added: Measurements](#i42cb5987ad2e49a7b3aff2af3045d1cf_172)] | | | [removed: [129](#i9d15d4d05e5f4da4a2406cc997a1bfea_172)] [added: [132](#i42cb5987ad2e49a7b3aff2af3045d1cf_172)] | | |
| [Note 6. Deferred Policy Acquisition Costs and Insurance [removed: Expenses](#i9d15d4d05e5f4da4a2406cc997a1bfea_187)] [added: Expenses](#i42cb5987ad2e49a7b3aff2af3045d1cf_184)] | | | [removed: [144](#i9d15d4d05e5f4da4a2406cc997a1bfea_187)] [added: [146](#i42cb5987ad2e49a7b3aff2af3045d1cf_184)] | | |
| [Note 9. Notes Payable and Lease [removed: Obligations](#i9d15d4d05e5f4da4a2406cc997a1bfea_196)] [added: Obligations](#i42cb5987ad2e49a7b3aff2af3045d1cf_193)] | | | [removed: [148](#i9d15d4d05e5f4da4a2406cc997a1bfea_196)] [added: [150](#i42cb5987ad2e49a7b3aff2af3045d1cf_193)] | | |
| [Note 10. Income [removed: Taxes](#i9d15d4d05e5f4da4a2406cc997a1bfea_208)] [added: Taxes](#i42cb5987ad2e49a7b3aff2af3045d1cf_199)] | | | [removed: [155](#i9d15d4d05e5f4da4a2406cc997a1bfea_208)] [added: [157](#i42cb5987ad2e49a7b3aff2af3045d1cf_199)] | | |
| [Note 11. Shareholders' [removed: Equity](#i9d15d4d05e5f4da4a2406cc997a1bfea_211)] [added: Equity](#i42cb5987ad2e49a7b3aff2af3045d1cf_202)] | | | [removed: [157](#i9d15d4d05e5f4da4a2406cc997a1bfea_211)] [added: [160](#i42cb5987ad2e49a7b3aff2af3045d1cf_202)] | | |
| [Note 12. Share-Based [removed: Compensation](#i9d15d4d05e5f4da4a2406cc997a1bfea_214)] [added: Compensation](#i42cb5987ad2e49a7b3aff2af3045d1cf_205)] | | | [removed: [161](#i9d15d4d05e5f4da4a2406cc997a1bfea_214)] [added: [164](#i42cb5987ad2e49a7b3aff2af3045d1cf_205)] | | |
| [Note 13. Statutory Accounting and Dividend [removed: Restrictions](#i9d15d4d05e5f4da4a2406cc997a1bfea_217)] [added: Restrictions](#i42cb5987ad2e49a7b3aff2af3045d1cf_208)] | | | [removed: [165](#i9d15d4d05e5f4da4a2406cc997a1bfea_217)] [added: [167](#i42cb5987ad2e49a7b3aff2af3045d1cf_208)] | | |
| [Note 14. Benefit [removed: Plans](#i9d15d4d05e5f4da4a2406cc997a1bfea_220)] [added: Plans](#i42cb5987ad2e49a7b3aff2af3045d1cf_211)] | | | [removed: [167](#i9d15d4d05e5f4da4a2406cc997a1bfea_220)] [added: [170](#i42cb5987ad2e49a7b3aff2af3045d1cf_211)] | | |
| [Note 15. Commitments and Contingent [removed: Liabilities](#i9d15d4d05e5f4da4a2406cc997a1bfea_223)] [added: Liabilities](#i42cb5987ad2e49a7b3aff2af3045d1cf_214)] | | | [removed: [171](#i9d15d4d05e5f4da4a2406cc997a1bfea_223)] [added: [174](#i42cb5987ad2e49a7b3aff2af3045d1cf_214)] | | |
Under the supervision and with the participation of the Company's management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in *Internal Control – Integrated [removed: Framework*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO) in 2013.][added: (COSO).]
Based on the Company's evaluation under this framework, management has concluded that the Company's internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
KPMG LLP (PCAOB Firm ID 185), an independent registered public accounting firm, has issued an attestation report from the firm's location in Atlanta, Georgia on the effectiveness of internal control over the Company's financial reporting as of December 31, [removed: 2021,] [added: 2022,] which is included herein.
Financial Statements and Supplementary [removed: Data](#i9d15d4d05e5f4da4a2406cc997a1bfea_106)][added: Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)]
We have audited Aflac Incorporated and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated [removed: Framework*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO) in 2013.][added: (COSO).]
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated [removed: Framework*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO) in 2013.][added: (COSO).]
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements), and our report dated February 23, [removed: 2022] [added: 2023] expressed an unqualified opinion on those consolidated financial statements.
We have audited the accompanying consolidated balance sheets of Aflac Incorporated and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of earnings, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control – Integrated [removed: Framework*] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO) in 2013,] [added: (COSO),] and our report dated February 23, [removed: 2022] [added: 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
[removed: *Assessment of the fair] [added: *Fair] value of certain privately issued securities*
[removed: Judgement] [added: Judgment] is required to determine the inputs and assumptions used in the valuation models, including the determination of the most appropriate comparable securities to develop an issuer-specific credit curve when it cannot be developed from the specific security features.
As of December 31, [removed: 2021,] [added: 2022,] the value of privately issued securities are included within the financial statement captions of fixed maturity securities available for sale, at fair value of [removed: $94,206] [added: $71,936] million; fixed maturity securities available for sale – consolidated variable
interest entities, at fair value of [removed: $4,490] [added: $3,805] million; and, fixed maturity securities held to maturity, at amortized cost of [removed: $22,000] [added: $19,056] million.
Due to the complexity of the valuation models, subjective auditor [removed: judgement] [added: judgment] and specialized valuation skills and knowledge were needed to evaluate the valuation models, the methodology used to estimate fair value and the Company's determination of the most appropriate comparable securities to develop an issuer-specific credit curve, when necessary.
We evaluated the design and tested the operating effectiveness of certain internal controls, with the [removed: involvement] [added: assistance] of valuation [removed: professionals when appropriate,] [added: professionals,] over the Company’s process to estimate the fair value of certain privately issued securities.
[removed: *Assessment of the estimate] [added: *Estimate] of unpaid policy claims*
As of December 31, [removed: 2021,] [added: 2022,] the Company recorded a liability for unpaid policy claims of [removed: $4,836] [added: $4,561] million.
We evaluated the design and tested the operating effectiveness, with the [removed: involvement] [added: assistance] of actuarial [removed: professionals when appropriate,] [added: professionals,] of certain internal controls over the Company’s process to estimate the unpaid policy claims liability.
| [Note 7. Policy Liabilities](#i42cb5987ad2e49a7b3aff2af3045d1cf_187) | | | [147](#i42cb5987ad2e49a7b3aff2af3045d1cf_187) | | |
| [Note 8. Reinsurance](#i42cb5987ad2e49a7b3aff2af3045d1cf_190) | | | [149](#i42cb5987ad2e49a7b3aff2af3045d1cf_190) | | |
| [Note 16. Subsequent Events](#i42cb5987ad2e49a7b3aff2af3045d1cf_220) | | | [175](#i42cb5987ad2e49a7b3aff2af3045d1cf_220) | | |
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
*Disclosure of the expected impact from the adoption of ASU 2018-12 Financial Services - Insurance: Targeted Improvement to the Accounting for Long-Duration Contracts*
The difference in the LFPB balance using the discount rate used immediately before January 1, 2021 (the transition date) and the current discount rate as of the transition date is recorded in accumulated other comprehensive income (AOCI) net of tax at transition.
All payments under an insurance contract will be measured together as an integrated reserve.
The Company estimates the transition date impact from the adoption will result in a decrease in AOCI of approximately $18.6 billion and has disclosed adjusted LFPB balances of $115,964 million and $88,241 million as of December 31, 2021 and 2022, respectively.
We identified the assessment of the disclosure of the Company’s expected impacts of adoption of the standard on the adjusted LFPB balance at transition and as of December 31, 2021 and 2022 using updated assumptions and a current discount rate (collectively, the LFPB balances) as a critical audit matter.
February 23, 2023
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
| Net earnings | | | | | | $ | 4,201 | | | | | | | | | | | $ | 4,325 | | | | | | | | | | | $ | 4,778 | | | | |
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
| Equity securities, at fair value | | | 1,091 | | | | | | 1,603 | | | | | |
| Cash and cash equivalents | | | 3,943 | | | | | | 5,051 | | | | | |
| Total investments and cash | | | 117,397 | | | | | | 142,978 | | | | | |
| Receivables | | | 647 | | | | | | 672 | | | | | |
| Accrued investment income | | | 745 | | | | | | 737 | | | | | |
| Other | | | 3,105 | | | | | | 3,092 | | | | | |
| Unearned premiums | | | 1,825 | | | | | | 2,576 | | | | | |
| Payables for return of cash collateral on loaned securities | | | 1,809 | | | | | | 2,162 | | | | | |
| Notes payable and lease obligations | | | 7,442 | | | | | | 7,956 | | | | | |
| Additional paid-in capital | | | 2,641 | | | | | | 2,529 | | | | | |
| Unrealized gains (losses) on fixed maturity securities | | | (702) | | | | | | 9,602 | | | | | |
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
| Balance at December 31, 2021 | | | $ | 135 | | $ | 2,529 | | $ | 41,381 | | $ | 7,393 | | $ | (18,185) | | $ | 33,253 | |
| Balance at December 31, 2022 | | | $ | 135 | | $ | 2,641 | | $ | 44,568 | | $ | (4,405) | | $ | (20,574) | | $ | 22,365 | |
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
| Net earnings | | | | | | $ | 4,201 | | | | | | | | | | | $ | 4,325 | | | | | | | | | | | $ | 4,778 | | | | |
| Amortization of deferred policy acquisition costs | | | | | | 1,152 | | | | | | | | | | | | 1,170 | | | | | | | | | | | | 1,214 | | | | | |
Financial Statements and Supplementary Data](#i42cb5987ad2e49a7b3aff2af3045d1cf_106)
Most of Aflac's policies are individually underwritten and marketed through independent agents.
Additionally, Aflac U.S. markets its consumer markets products through Tier One Insurance Company (TOIC).
In 2022, the Company established Aflac Re Bermuda Ltd. (Aflac Re Bermuda), a Bermuda domiciled insurer that reinsures certain policies issued by ALIJ.
Aflac Re Bermuda is subject to regulation in Bermuda, where the Bermuda Monetary Authority (BMA) has broad administrative powers relating to granting and revoking licenses to transact reinsurance business, approval of specific reinsurance transactions, capital requirements and solvency standards, limitations on dividends to shareholders, the nature of and limitations on investments, and the filing of financial statements in accordance with prescribed or permitted accounting practices.
Market Conditions: The impact of the Coronavirus Disease 2019 (COVID-19) global pandemic on the Company continues to evolve and the continued path of the global economic recovery remains uncertain given the potential longer-term impacts that have resulted from or are coincidental with the pandemic.
| | | | | | |
| [Note 7. Policy Liabilities](#i9d15d4d05e5f4da4a2406cc997a1bfea_190) | | | [145](#i9d15d4d05e5f4da4a2406cc997a1bfea_190) | | |
| [Note 8. Reinsurance](#i9d15d4d05e5f4da4a2406cc997a1bfea_193) | | | [147](#i9d15d4d05e5f4da4a2406cc997a1bfea_193) | | |
February 23, 2022
*Assessment of the disclosure of the expected transition date impact on accumulated other comprehensive income from the adoption of ASU 2018-12*
The Company currently estimates that the January 1, 2021 transition date (the transition date) impact from the adoption is likely to result in a decrease in accumulated other comprehensive income (AOCI) in a range between $18 billion and $20 billion.
The variability around the impact of adoption results from the Company making certain estimates, primarily related to the determination of transition date market level yields and continuing to refine its discount rate methodology.
We identified the assessment of the disclosure of the Company’s expected transition date impact on AOCI as a critical audit matter.
A high level of auditor effort, including specialized skills and knowledge, and subjective auditor judgment was involved in the evaluation of the estimate of the transition date LFPB and the estimated range of impact on AOCI from using the current LFPB discount rate assumptions at the transition date.
| Receivables | | | 693 | | | | | | 796 | | | | | |
| Other | | | 3,071 | | | | | | 2,715 | | | | | |
| Balance at December 31, 2018 | | | $ | 135 | | $ | 2,177 | | $ | 31,788 | | $ | 2,151 | | $ | (12,789) | | $ | 23,462 | |
In November 2019, the Company acquired Argus Holdings, LLC and its subsidiary Argus Dental & Vision, Inc. (Argus), a benefits management organization and national network dental and vision company, which provides a platform for Aflac Dental and Vision.
Argus is an addition to the Aflac U.S. segment.
Coronavirus Disease 2019 (COVID-19): The impact of the COVID-19 global pandemic on the Company continues to evolve.
Both Aflac Japan and Aflac U.S. have taken measures to address employee health and safety and increase employees’ ability to develop and maintain more flexible working conditions, with return to office undertaken as warranted by local conditions, and operations have remained stable throughout 2021.
The Company continues to monitor its investment portfolios to adjust to market conditions, including the continuing recovery, changes in monetary policy and inflation.
Both Aflac Japan and Aflac U.S. have accelerated investments in digital initiatives to improve productivity, efficiency and customer service over the long term.
The Company also continues to closely monitor the effects and risks of COVID-19 to assess its impact on economic conditions in Japan and the U.S. and on the Company's business, financial condition, results of operations, liquidity and capital position.
Prior to January 1, 2020, the Company followed other-than-temporary impairment (OTTI) guidance for its fixed maturity securities to recognize and measure OTTIs for its held-to-maturity and available-for-sale securities.
For loans and loan receivables, the amortized cost reflected allowances for expected incurred losses based on past events and current economic conditions as of each reporting date.
The Company documents the designation of each hedge as
The ineffective portion of the change in the fair value of the derivative is recognized in earnings when it occurs.
For internal replacement transactions where the resulting contract is substantially unchanged, the policy is accounted for as a continuation of the replaced contract.
Examples include conversions of same age bands, certain family coverage changes, pricing era changes (decrease), ordinary life becomes reduced paid-up and certain reinstatements.
An internal replacement transaction that results in a policy that is substantially changed is accounted for as an extinguishment of the original policy and the issuance of a new policy.
(See the following discussion for further information regarding policy reserves.)
Examples include conversions to higher age bands, certain family coverage changes, pricing era changes (increase), lapse & re-issue, certain reinstatements and certain other contract conversions.
The amendments generally expire on December 31 2022, i.e., they do not apply to contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and hedging relationships evaluated for periods after December 31, 2022.
ASU 2016-02 Leases, as clarified and amended by:
ASU 2018-01, Leases: Land Easement Practical Expedient for Transition to Topic 842
ASU 2018-10, Codification Improvements to Topic 842, Leases
ASU 2018-11, Leases, Targeted Improvements
ASU 2018-20, Leases: Narrow-Scope Improvements for Lessors
In February 2016, the FASB issued updated guidance for accounting for leases (“Leases Update”).
Per the Leases Update, lessees are required to recognize all leases on the balance sheet with the exception of short-term leases.
A lease liability will be recorded for the obligation of a lessee to make lease payments arising from a lease.
Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
The Leases Update provided a number of optional practical expedients.
The Company elected the "package of practical expedients," which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.
An excerpt. Shown here: 40 of 1,104 rewritten, 40 of 610 added and 40 of 260 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
1 rewritten, 0 added, 0 removed, 1 unchanged
There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 0 added, 0 removed, 9 unchanged
During [removed: 2021,] [added: 2022,] the Company [removed: has] executed internal controls associated with new processes supporting the implementation of Accounting Standards Update (ASU) 2018-12 for long-duration insurance contracts (LDTI).
These controls provide assurance over the reasonableness of the estimated [removed: range of] impact to the Company's accumulated other comprehensive income [removed: (AOCI)] [added: and retained earnings] that is expected [added: at the transition date of January 1, 2021 and the adjusted 2022 and 2021 amounts expected] upon adoption of LDTI on January 1, [removed: 2023] [added: 2023,] as disclosed in Note 1 of the Notes to the Consolidated Financial Statements.
The Company will continue to refine and maturate the internal controls associated with [removed: LDTI until adoption on January 1, 2023.][added: LDTI.]
Except for the change in controls over the Company's implementation of LDTI, there have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter of [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
5 rewritten, 0 added, 1 removed, 17 unchanged
Directors, Executive Officers and Corporate [removed: Governance](#i9d15d4d05e5f4da4a2406cc997a1bfea_16)][added: Governance](#i42cb5987ad2e49a7b3aff2af3045d1cf_16)]
Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the Company's definitive Notice and Proxy Statement relating to the Company's [removed: 2022] [added: 2023] Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or about March [removed: 17, 2022,] [added: 16, 2023,] pursuant to Regulation 14A under the Exchange Act.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information about the Company's Executive Officers -see Part I, Item 1 herein [removed: 1.][added: Proposal 1 Election of Directors; Delinquent Section 16(a) Reports; Audit and Risk Committee; Audit and Risk Committee Report; Director Nominating Process; and Code of Business Conduct and Ethics]
EXECUTIVE COMPENSATION Director Compensation; Compensation Committee; Compensation Committee Report; Compensation Discussion and Analysis; [removed: 2021] [added: 2022] Summary Compensation Table; [removed: 2021] [added: 2022] Grants of Plan-Based Awards; [removed: 2021] [added: 2022] Outstanding Equity Awards at Fiscal Year-End; [removed: 2021] [added: 2022] Option Exercises and Stock Vested; Pension Benefits; Nonqualified Deferred Compensation; Potential Payments Upon Termination or Change-In-Control; and Compensation Committee Interlocks and Insider Participation
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Beneficial Ownership of the Company's Securities; Security Ownership of Directors; [added: Proposal 1] Election of [removed: Directors (Proposal 1);] [added: Directors;] Security Ownership of Management; and Equity Compensation Plan Information
Election of Directors; Delinquent Section 16(a) Reports; Audit and Risk Committee; Audit and Risk Committee Report; Director Nominating Process; and Code of Business Conduct and Ethics
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Person Transactions; and Director Independence
0 rewritten, 0 added, 5 removed, 2 unchanged
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3); and Audit and Risk Committee
[Item 15.
Exhibits, Financial Statement Schedules](#i9d15d4d05e5f4da4a2406cc997a1bfea_262)
PART IV
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Proposal 4 Ratification of Auditors; and Audit and Risk Committee
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
[Item 15.
Exhibits, Financial Statement Schedules](#i42cb5987ad2e49a7b3aff2af3045d1cf_256)
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
205 rewritten, 65 added, 40 removed, 190 unchanged
| | | | | | | Report of Independent Registered Public Accounting Firm | | | | | | [removed: [81](#i9d15d4d05e5f4da4a2406cc997a1bfea_109)] [added: [79](#i42cb5987ad2e49a7b3aff2af3045d1cf_109)] | | |
| | | | | | | Consolidated Statements of Earnings for each of the years in the three- year period ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: [85](#i9d15d4d05e5f4da4a2406cc997a1bfea_112)] [added: [83](#i42cb5987ad2e49a7b3aff2af3045d1cf_112)] | | |
| | | | | | | Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: [86](#i9d15d4d05e5f4da4a2406cc997a1bfea_115)] [added: [84](#i42cb5987ad2e49a7b3aff2af3045d1cf_115)] | | |
| | | | | | | Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | | | | [removed: [87](#i9d15d4d05e5f4da4a2406cc997a1bfea_118)] [added: [85](#i42cb5987ad2e49a7b3aff2af3045d1cf_118)] | | |
| | | | | | | Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: [88](#i9d15d4d05e5f4da4a2406cc997a1bfea_121)] [added: [86](#i42cb5987ad2e49a7b3aff2af3045d1cf_121)] | | |
| | | | | | | Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | | | | [removed: [90](#i9d15d4d05e5f4da4a2406cc997a1bfea_124)] [added: [88](#i42cb5987ad2e49a7b3aff2af3045d1cf_124)] | | |
| | | | | | | Notes to the Consolidated Financial Statements | | | | | | [removed: [91](#i9d15d4d05e5f4da4a2406cc997a1bfea_127)] [added: [89](#i42cb5987ad2e49a7b3aff2af3045d1cf_127)] | | |
| | | | | | | Schedule II - | | | Condensed Financial Information of Registrant as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [181](#i9d15d4d05e5f4da4a2406cc997a1bfea_277)] [added: [184](#i42cb5987ad2e49a7b3aff2af3045d1cf_268)] | | |
| | | | | | | Schedule III - | | | Supplementary Insurance Information as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [188](#i9d15d4d05e5f4da4a2406cc997a1bfea_310)] [added: [191](#i42cb5987ad2e49a7b3aff2af3045d1cf_301)] | | |
| | | | | | | Schedule IV - | | | Reinsurance for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [189](#i9d15d4d05e5f4da4a2406cc997a1bfea_313)] [added: [192](#i42cb5987ad2e49a7b3aff2af3045d1cf_304)] | | |
| | | | [removed: [4.5](http://www.sec.gov/Archives/edgar/data/4977/000119312513256286/d552173dex41.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/4977/000119312514402822/d817408dex41.htm)] | | | \- | | | | | | [removed: Eighth] [added: Ninth] Supplemental Indenture, dated as of [removed: June 10, 2013,] [added: November 7, 2014,] between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.625% Senior Note due [removed: 2023)] [added: 2024)] - incorporated by reference from Form 8-K dated [removed: June 10, 2013,] [added: November 4, 2014,] Exhibit 4.1. | | |
| | | | [removed: [4.6](http://www.sec.gov/Archives/edgar/data/4977/000119312514402822/d817408dex41.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/4977/000119312515088852/d888882dex42.htm)] | | | \- | | | | | | [removed: Ninth] [added: Eleventh] Supplemental Indenture, dated as of [removed: November 7, 2014,] [added: March 12, 2015,] between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 3.625%] [added: 3.25%] Senior Note due [removed: 2024)] [added: 2025)] - incorporated by reference from Form 8-K dated [removed: November 4, 2014,] [added: March 9, 2015,] Exhibit [removed: 4.1.] [added: 4.2.] | | |
| | | | [removed: [4.7](http://www.sec.gov/Archives/edgar/data/4977/000119312515088852/d888882dex42.htm)] [added: [4.18](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex41.htm)] | | | \- | | | | | | [removed: Eleventh] [added: Twenty-Third] Supplemental Indenture, dated as of March 12, [removed: 2015,] [added: 2020,] between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 3.25%] [added: 0.300%] Senior Note due 2025) [removed: -] [added: –] incorporated by reference from Form 8-K dated March [removed: 9, 2015,] [added: 12, 2020,] Exhibit [removed: 4.2.] [added: 4.1.] | | |
| | | | [removed: [4.8](http://www.sec.gov/Archives/edgar/data/4977/000119312516713362/d378550dex41.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/4977/000119312516713362/d378550dex41.htm)] | | | \- | | | | | | Twelfth Supplemental Indenture, dated as of September 19, 2016, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.875% Senior Note due 2026) - incorporated by reference from Form 8-K dated September 19, 2016, Exhibit 4.1. | | |
| | | | [removed: [4.9](http://www.sec.gov/Archives/edgar/data/4977/000119312516713362/d378550dex42.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/4977/000119312516713362/d378550dex42.htm)] | | | \- | | | | | | Thirteenth Supplemental Indenture, dated as of September 19, 2016, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 4.000% Senior Note due 2046) – incorporated by reference from Form 8-K dated September 19, 2016, Exhibit 4.2. | | |
| | | | [removed: [4.10](http://www.sec.gov/Archives/edgar/data/4977/000119312517021753/d324132dex41.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/4977/000119312517021753/d324132dex41.htm)] | | | \- | | | | | | Fourteenth Supplemental Indenture, dated as of January 25, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of .932% Senior Note due 2027) – incorporated by reference from Form 8-K dated January 25, 2017, Exhibit 4.1. | | |
| | | | [removed: [4.11](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex41.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex41.htm)] | | | \- | | | | | | Fifteenth Supplemental Indenture, dated as of October 18, 2018, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.159% Senior Note due 2030) – incorporated by reference from Form 8-K dated October 18, 2018, Exhibit 4.1. | | |
| | | | [removed: [4.12](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex42.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex42.htm)] | | | \- | | | | | | Sixteenth Supplemental Indenture, dated as of October 18, 2018, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.488% Senior Note due 2033) – incorporated by reference from Form 8-K dated October 18, 2018, Exhibit 4.2. | | |
| | | | [removed: [4.13](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex43.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/4977/000119312518301998/d638967dex43.htm)] | | | \- | | | | | | Seventeenth Supplemental Indenture, dated as of October 18, 2018, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.750% Senior Note due 2038) – incorporated by reference from Form 8-K dated October 18, 2018, Exhibit 4.3. | | |
| | | | [removed: [4.14](http://www.sec.gov/Archives/edgar/data/4977/000119312518314001/d646405dex41.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/4977/000119312518314001/d646405dex41.htm)] | | | \- | | | | | | Eighteenth Supplemental Indenture, dated as of October 31, 2018, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 4.750% Senior Note due 2049) – incorporated by reference from Form 8-K dated October 31, 2018, Exhibit 4.1. | | |
| | | | [removed: [4.15](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex41.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex41.htm)] | | | \- | | | | | | Nineteenth Supplemental Indenture, dated as of December 17, 2019, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.500% Senior Note due 2029) – incorporated by reference from Form 8-K dated December 17, 2019, Exhibit 4.1. | | |
| | | | [removed: [4.16](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex42.htm)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex42.htm)] | | | \- | | | | | | Twentieth Supplemental Indenture, dated as of December 17, 2019, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.843% Senior Note due 2031) – incorporated by reference from Form 8-K dated December 17, 2019, Exhibit 4.2. | | |
| | | | [removed: [4.17](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex43.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex43.htm)] | | | \- | | | | | | Twenty-First Supplemental Indenture, dated as of December 17, 2019, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.934% Senior Note due 2034) – incorporated by reference from Form 8-K dated December 17, 2019, Exhibit 4.3. | | |
| | | | [removed: [4.18](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex44.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/4977/000119312519316306/d851537dex44.htm)] | | | \- | | | | | | Twenty-Second Supplemental Indenture, dated as of December 17, 2019, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.122% Senior Note due 2039) – incorporated by reference from Form 8-K dated December 17, 2019, Exhibit 4.4. | | |
| | | | [removed: [4.19](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex41.htm)] [added: [4.19](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex42.htm)] | | | \- | | | | | | [removed: Twenty-Third] [added: Twenty-Fourth] Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.300%] [added: 0.550%] Senior Note due [removed: 2025)] [added: 2030)] – incorporated by reference from Form 8-K dated March 12, 2020, Exhibit [removed: 4.1.] [added: 4.2.] | | |
| | | | [removed: [4.20](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex42.htm)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex43.htm)] | | | \- | | | | | | [removed: Twenty-Fourth] [added: Twenty-Fifth] Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.550%] [added: 0.750%] Senior Note due [removed: 2030)] [added: 2032)] – incorporated by reference from Form 8-K dated March 12, 2020, Exhibit [removed: 4.2.] [added: 4.3.] | | |
| | | | [removed: [4.21](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex43.htm)] [added: [4.21](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex44.htm)] | | | \- | | | | | | [removed: Twenty-Fifth] [added: Twenty-Sixth] Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.750%] [added: 0.830%] Senior Note due [removed: 2032)] [added: 2035)] – incorporated by reference from Form 8-K dated March 12, 2020, Exhibit [removed: 4.3.] [added: 4.4.] | | |
| | | | [removed: [4.22](http://www.sec.gov/Archives/edgar/data/4977/000119312520071745/d858904dex44.htm)] [added: [4.22](http://www.sec.gov/Archives/edgar/data/4977/000119312520094748/d911867dex41.htm)] | | | \- | | | | | | [removed: Twenty-Sixth] [added: Twenty-Seventh] Supplemental Indenture, dated as of [removed: March 12,] [added: April 1,] 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.830%] [added: 3.600%] Senior Note due [removed: 2035)] [added: 2030)] – incorporated by reference from Form 8-K dated [removed: March 12,] [added: April 1,] 2020, Exhibit [removed: 4.4.] [added: 4.1.] | | |
| | | | [removed: [4.23](http://www.sec.gov/Archives/edgar/data/4977/000119312520094748/d911867dex41.htm)] [added: [4.23](http://www.sec.gov/Archives/edgar/data/4977/000119312521073409/d143942dex41.htm)] | | | \- | | | | | | [removed: Twenty-Seventh] [added: Twenty-Eighth] Supplemental Indenture, dated as of [removed: April 1, 2020,] [added: March 8, 2021,] between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 3.600%] [added: 1.125%] Senior [added: Sustainability] Note due [removed: 2030)] [added: 2026)] – incorporated by reference from Form 8-K dated [removed: April 1, 2020,] [added: March 8, 2021,] Exhibit 4.1. | | |
| | | | [removed: [4.24](http://www.sec.gov/Archives/edgar/data/4977/000119312521073409/d143942dex41.htm)] [added: [4.24](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-1.htm)] | | | \- | | | | | | [removed: Twenty-Eighth] [added: Twenty-Ninth] Supplemental Indenture, dated as of [removed: March 8,] [added: April 15,] 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 1.125%] [added: 0.633%] Senior [removed: Sustainability] Note due [removed: 2026)] [added: 2031)] – incorporated by reference from Form 8-K dated [removed: March 8,] [added: April 15,] 2021, Exhibit 4.1. | | |
| | | | [removed: [4.25](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-1.htm)] [added: [4.25](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-2.htm)] | | | \- | | | | | | [removed: Twenty-Ninth] [added: Thirtieth] Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.633%] [added: 0.844%] Senior Note due [removed: 2031)] [added: 2033)] – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit [removed: 4.1.] [added: 4.2.] | | |
| | | | [removed: [4.26](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-2.htm)] [added: [4.26](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-3.htm)] | | | \- | | | | | | [removed: Thirtieth] [added: Thirty-First] Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 0.844%] [added: 1.039%] Senior Note due [removed: 2033)] [added: 2036)] – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit [removed: 4.2.] [added: 4.3.] | | |
| | | | [removed: [4.27](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-3.htm)] [added: [4.27](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-4.htm)] | | | \- | | | | | | [removed: Thirty-First] [added: Thirty-Second] Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 1.039%] [added: 1.264%] Senior Note due [removed: 2036)] [added: 2041)] – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit [removed: 4.3.] [added: 4.4.] | | |
| | | | [removed: [4.28](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-4.htm)] [added: [4.28](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-5.htm)] | | | \- | | | | | | [removed: Thirty-Second] [added: Thirty-Third] Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 1.264%] [added: 1.560%] Senior Note due [removed: 2041)] [added: 2051)] – incorporated by reference from Form 8-K dated April 15, 2021, Exhibit [removed: 4.4.] [added: 4.5.] | | |
| | | | [removed: [4.29](http://www.sec.gov/Archives/edgar/data/4977/000110465921050833/tm2112074d4_ex4-5.htm)] [added: [4.29](http://www.sec.gov/Archives/edgar/data/4977/000110465922100045/tm2225810d1_ex4-1.htm)] | | | \- | | | | | | [removed: Thirty-Third] [added: Thirty-Fourth] Supplemental Indenture, dated as of [removed: April 15, 2021,] [added: September 14, 2022,] between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of [removed: 1.560%] [added: 1.075%] Senior Note due [removed: 2051)] [added: 2029)] – incorporated by reference from Form 8-K dated [removed: April 15, 2021,] [added: September 14, 2022,] Exhibit [removed: 4.5.] [added: 4.1.] | | |
| | | | [removed: [4.30](http://www.sec.gov/Archives/edgar/data/4977/000119312512410865/d411231dex41.htm)] [added: [4.33](http://www.sec.gov/Archives/edgar/data/4977/000119312512410865/d411231dex41.htm)] | | | \- | | | | | | Subordinated Indenture, dated as of September 26, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference from Form 8-K dated September 26, 2012, Exhibit 4.1. | | |
| | | | [removed: [4.31](http://www.sec.gov/Archives/edgar/data/4977/000119312517316693/d475449dex41.htm)] [added: [4.34](http://www.sec.gov/Archives/edgar/data/4977/000119312517316693/d475449dex41.htm)] | | | \- | | | | | | Second Supplemental Indenture, dated as of October 23, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.108% Subordinated Debenture due 2047) - incorporated by reference from Form 8-K dated October 23, 2017, Exhibit 4.1. | | |
| | | | [removed: [10.7](http://www.sec.gov/Archives/edgar/data/4977/000000497715000172/afl093015ex105.htm)*] [added: [10.7](http://www.sec.gov/Archives/edgar/data/4977/000000497720000044/afl123119ex1011.htm)*] | | | \- | | | | | | Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective [removed: September] [added: January] 1, [removed: 2015] [added: 2020] – incorporated by reference from [added: 2019] Form [removed: 10-Q for September 30, 2015,] [added: 10-K,] Exhibit [removed: 10.5.] [added: 10.11.] | | |
| | | | [removed: [10.8](http://www.sec.gov/Archives/edgar/data/4977/000000497716000373/afl093016ex108.htm)*] [added: [10.8](http://www.sec.gov/Archives/edgar/data/4977/000000497720000104/afl63020ex101.htm)*] | | | \- | | | | | | First Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective [removed: September] [added: January] 1, [removed: 2015] [added: 2020] – incorporated by reference from Form 10-Q for [removed: September] [added: June] 30, [removed: 2016,] [added: 2020,] Exhibit [removed: 10.8.] [added: 10.1.] | | |
| | | | [removed: [10.9](http://www.sec.gov/Archives/edgar/data/4977/000000497717000116/afl033117ex109.htm)*] [added: [10.9](http://www.sec.gov/Archives/edgar/data/4977/000000497722000145/afl093022ex101.htm)*] | | | \- | | | | | | Second Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective [removed: September] [added: January] 1, [removed: 2015] [added: 2020] – incorporated by reference from Form 10-Q for [removed: March 31, 2017,] [added: September 30, 2022,] Exhibit [removed: 10.9.] [added: 10.1.] | | |
| | | | [4.30](http://www.sec.gov/Archives/edgar/data/4977/000110465922100045/tm2225810d1_ex4-2.htm) | | | \- | | | | | | Thirty-Fifth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.320% Senior Note due 2032) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.2. | | |
| | | | [4.31](http://www.sec.gov/Archives/edgar/data/4977/000110465922100045/tm2225810d1_ex4-3.htm) | | | \- | | | | | | Thirty-Sixth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.594% Senior Note due 2037) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.3. | | |
| | | | [4.32](http://www.sec.gov/Archives/edgar/data/4977/000110465922100045/tm2225810d1_ex4-4.htm) | | | \- | | | | | | Thirty-Seventh Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.144% Senior Note due 2052) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.4. | | |
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| | | | [10.29](https://www.sec.gov/Archives/edgar/data/4977/000000497723000055/afl123122ex1029.htm)* | | | \- | | | | | | Aflac Incorporated Letter of Agreement with Eric M. Kirsch, dated October 21, 2022. | | |
| | | | [10.30](https://www.sec.gov/Archives/edgar/data/4977/000000497723000055/afl123122ex1030.htm)* | | | \- | | | | | | Aflac Incorporated Consulting Agreement with Eric M. Kirsch, dated October 21, 2022. | | |
| | | | [10.33](https://www.sec.gov/Archives/edgar/data/4977/000000497723000055/afl123122ex1033.htm)* | | | \- | | | | | | Amendment to Aflac Incorporated Employment Agreement with Frederick J. Crawford, dated October 24, 2022. | | |
| | | | [10.34](https://www.sec.gov/Archives/edgar/data/4977/000000497723000055/afl123122ex1034.htm)* | | | \- | | | | | | International Assignment Letter with Frederick J. Crawford, dated December 19, 2022. | | |
| | | | [10.37](https://www.sec.gov/Archives/edgar/data/4977/000000497723000055/afl123122ex1037.htm)* | | | | | | | | | Amendment to Aflac Incorporated Employment Agreement with Max K. Brodén, dated October 24, 2022. | | |
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| Net earnings | | | | | | $ | 4,201 | | | | | | | | | | | $ | 4,325 | | | | | | | | | | | $ | 4,778 | | | | |
| (In millions) | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |
| Net earnings | | | | | | $ | 4,201 | | | | | | | | | | | $ | 4,325 | | | | | | | | | | | $ | 4,778 | | | | |
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| (In millions) | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| 1.075% senior notes due September 2029 (principal amount ¥33.4 billion) | | | | | | 250 | | | | | | | | | | | | 0 | | | | | |
| 1.320% senior notes due December 2032 (principal amount ¥21.1 billion) | | | | | | 158 | | | | | | | | | | | | 0 | | | | | |
| 1.594% senior notes due September 2037 (principal amount ¥6.5 billion) | | | | | | 49 | | | | | | | | | | | | 0 | | | | | |
| 2.144% senior notes due September 2052 (principal amount ¥12.0 billion) | | | | | | 90 | | | | | | | | | | | | 0 | | | | | |
| Variable interest rate loan due August 2027 (.33% in 2022, principal amount ¥11.7 billion) | | | | | | 88 | | | | | | | | | | | | 0 | | | | | |
In addition, the notes maturing in September 2029, December 2032 and September 2037 are redeemable at the Parent Company's option, in whole or in part from time to time, on or after June 14, 2029, June 14, 2032 and March 14, 2037, respectively, at a redemption price equal to the aggregate principal amount of the applicable series to be redeemed plus accrued and unpaid interest on the principal amount to be redeemed to, but excluding, the date of redemption.
In August 2022, the Parent Company renewed a senior term loan facility with a commitment amount totaling ¥107.0 billion.
| | | | [10.24](http://www.sec.gov/Archives/edgar/data/4977/000000497716000309/pbrs.htm)* | | | \- | | | | | | Notice of performance based restricted stock award under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.20. | | |
| | | | [10.25](http://www.sec.gov/Archives/edgar/data/4977/000000497716000309/us-nonxqualifying.htm)* | | | \- | | | | | | U.S. Form of Employee Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.21. | | |
| | | | [10.26](http://www.sec.gov/Archives/edgar/data/4977/000000497716000309/japannon-qualifyingstockop.htm)* | | | \- | | | | | | Japan Form of Employee Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.22. | | |
| | | | [10.27](http://www.sec.gov/Archives/edgar/data/4977/000000497716000309/us-stockoption.htm)* | | | \- | | | | | | U.S. Form of Employee Stock Option Agreement (Incentive Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.23. | | |
| | | | [10.28](http://www.sec.gov/Archives/edgar/data/4977/000000497713000084/afl063013ex1028.htm)* | | | \- | | | | | | U.S. Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.28. | | |
| | | | [10.29](http://www.sec.gov/Archives/edgar/data/4977/000000497713000084/afl063013ex1029.htm)* | | | \- | | | | | | Japan Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.29. | | |
| | | | [10.32](http://www.sec.gov/Archives/edgar/data/4977/000000497717000154/afl063017ex1033.htm)* | | | \- | | | | | | Form of Non-Employee Director Stock Option Agreement (Non-Qualifying Stock Option) under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 10-Q for June 30, 2017, Exhibit 10.33. | | |
| | | | [10.33](http://www.sec.gov/Archives/edgar/data/4977/000000497717000154/afl063017ex1034.htm)* | | | \- | | | | | | Form of Non-Employee Director Restricted Stock Award Agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 10-Q for June 30, 2017, Exhibit 10.34. | | |
| | | | [10.34](http://www.sec.gov/Archives/edgar/data/4977/000000497718000073/exhibit101.htm)* | | | \- | | | | | | Notice of time based restricted stock unit and restricted stock unit agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2018, Exhibit 10.1. | | |
| | | | [10.35](http://www.sec.gov/Archives/edgar/data/4977/000000497718000073/exhibit103.htm)* | | | \- | | | | | | Notice of time based restricted stock unit and restricted stock unit agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 10-Q for March 31, 2018, Exhibit 10.3. | | |
| | | | [10.36](https://www.sec.gov/Archives/edgar/data/4977/000000497722000058/ex1036-usrsaagreement2017l.htm)* | | | \- | | | | | | U.S. Form of Employee Restricted Stock Award Agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017. | | |
| | | | [10.37](https://www.sec.gov/Archives/edgar/data/4977/000000497722000058/ex1037-japanrsaagreement20.htm)* | | | \- | | | | | | Japan Form of Employee Restricted Stock Award Agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017. | | |
| | | | [10.39](http://www.sec.gov/Archives/edgar/data/4977/000119312510249533/dex1027.htm)* | | | \- | | | | | | Amendment to Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated August 10, 2010 – incorporated by reference from Form 10-Q for September 30, 2010, Exhibit 10.27. | | |
| | | | [10.47](http://www.sec.gov/Archives/edgar/data/4977/000000497721000063/afl33121ex103.htm)* | | | \- | | | | | | Aflac Incorporated Employment Agreement with Max K. Brodén, dated April 29, 2021 – incorporated by reference from Form 10-Q for March 31, 2021, Exhibit 10.3. | | |
| Income taxes receivable | | | | | | 0 | | | | | | | | | | | | 203 | | | | | |
| 3.625% senior notes due November 2024 | | | | | | 748 | | | | | | | | | | | | 747 | | | | | |
under its then existing U.S. shelf registration statement.
The fifth series, which totaled ¥20.0 billion, bears interest at a fixed rate of 1.560% per annum, payable semi-annually, and will mature in April 2051.
senior notes to redeem $700 million of the Parent Company's 3.625% senior notes due June 2023.
In March 2021, the Parent Company issued $400 million of senior sustainability notes through a U.S. public debt offering.
The notes bear interest at a fixed rate of 1.125% per annum, payable semi-annually, and will mature in March 2026.
The Company intends, but is not contractually committed, to allocate an amount at least equivalent to the net proceeds from this issuance exclusively to existing or future investments in, or financing of, assets, businesses or projects that meet the eligibility criteria of the Company's sustainability bond framework described in the offering documentation in connection with such notes.
These notes are redeemable at the Parent Company's option in whole at any time or in part from time to time at a redemption price equal to the greater of: (i) the aggregate principal amount of the notes to be redeemed or (ii) the amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the notes to be redeemed, not including any portion of the payments of interest accrued as of such redemption date, discounted to such redemption date on a semiannual basis at the yield to maturity for a U.S. Treasury security with a maturity comparable to the remaining term of the notes, plus 10 basis points, plus in each case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, such redemption date.
| 2026 | | | 743 | | | | | |
| Thereafter | | | 5,586 | | | | | |
| Total | | | $ | 7,637 | | | | |
Parent Company financial statements.
| 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Aflac Japan | | | | | | $ | 6,991 | | | | | | | | | | | $ | 91,829 | | | | | | | | | | | $ | 3,488 | | | | | | | | | | | $ | 7,811 | | | | |
| Total | | | | | | $ | 10,441 | | | | | | | | | | | $ | 102,970 | | | | | | | | | | | $ | 3,597 | | | | | | | | | | | $ | 7,824 | | | | |
| 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Aflac Japan | | | $ | 12,772 | | | | | | | | $ | 2,753 | | | | | | | | | | | $ | 8,877 | | | | | | | | | | | $ | 709 | | | | | | | | | | | $ | 2,465 | | | | | | | | $ | 12,367 | |
| Aflac U.S. | | | 5,808 | | | | | | | | | 720 | | | | | | | | | | | | 2,871 | | | | | | | | | | | | 573 | | | | | | | | | | | | 1,834 | | | | | | | | | 5,813 | | |
| All other | | | 200 | | | | | | | | | 105 | | | | | | | | | | | | 194 | | | | | | | | | | | | 0 | | | | | | | | | | | | 339 | | | | | | | | | 0 | | |
| Total | | | $ | 18,780 | | | | | | | | $ | 3,578 | | | | | | | | | | | $ | 11,942 | | | | | | | | | | | $ | 1,282 | | | | | | | | | | | $ | 4,638 | | | | | | | | $ | 18,180 | |
| 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Life insurance in force | | | $ | 146,585 | | | | | | | | $ | 6,592 | | | | | | | | | | | $ | 0 | | | | | | | | $ | 139,993 | | | | | | | | 0 | | % | | | |
| Health insurance | | | $ | 15,657 | | | | | | | | $ | 527 | | | | | | | | | | | $ | 205 | | | | | | | | $ | 15,335 | | | | | | | | 1 | | % | | | |
| Life insurance | | | 3,465 | | | | | | | | | 20 | | | | | | | | | | | | 0 | | | | | | | | | 3,445 | | | | | | | | | 0 | | | | | |
| Total earned premiums | | | $ | 19,122 | | | | | | | | $ | 547 | | | | | | | | | | | $ | 205 | | | | | | | | $ | 18,780 | | | | | | | | 1 | | % | | | |
An excerpt. Shown here: 40 of 205 rewritten, 40 of 65 added and all 40 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2022 filing and the FY2021 filing.
Item 16. FORM 10-K SUMMARY
18 rewritten, 5 added, 85 removed, 86 unchanged
New annualized premium sales generally represent annual premiums on policies [added: and riders] the Company sold and incremental increases from policy conversions that would be collected over a 12-month period assuming the policies remain in force for that entire period.
[added: Examples include:] (1) Ratios to total adjusted revenues, which present expenses as a percentage of total revenues and (2) Ratios to total premium, including benefit ratio.
Management uses this metric to demonstrate how [removed: our] [added: the Company's] actual net investment income results represent an overall return on the portfolio to provide a more comparative metric as the size of [removed: our] [added: the Company's] investment portfolio changes over time.
Weighted-Average Foreign Currency Exchange Rate [removed: –Japan segment operating earnings for the period (excluding hedge costs) in yen divided by] [added: –] Japan segment operating earnings for the period [removed: (excluding hedge costs) in dollars.]
[added: Management uses this metric to] evaluate and determine consolidated results on foreign currency effective basis.
| By: | | | | | | /s/ Daniel P. Amos | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| */s/* Daniel P. Amos | | | | | | | | | Chief Executive Officer, | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| */s/* Max K. Brodén | | | | | | | | | Executive Vice President, | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| */s/* June Howard | | | | | | | | | Senior Vice President, Financial Services; | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ W. Paul Bowers | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Toshihiko Fukuzawa | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Thomas J. Kenny | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Georgette D. Kiser | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Karole F. Lloyd | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Nobuchika Mori | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Joseph L. Moskowitz | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Barbara K. Rimer | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
| /s/ Katherine T. Rohrer | | | | | | | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |
(excluding hedge costs) in yen divided by Japan segment operating earnings for the period (excluding hedge costs) in dollars.
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Arthur R. Collins | | | | | | | | | | | | Director | | | | | | February 23, 2023 | | |
| (Arthur R. Collins) | | | | | | | | | | | | | | | | | | | | |
Examples include:
Management uses this metric to
Defined Terms
Throughout this Annual Report on Form 10-K, the Company may use abbreviations, acronyms and defined terms which are defined below.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| ACA | | | Affordable Care Act | | |
| AFS | | | Available-for-Sale | | |
| ALM | | | Asset-Liability Matching | | |
| AOCI | | | Accumulated Other Comprehensive Income | | |
| APPI | | | Act on the Protection of Personal Information | | |
| ASC | | | Accounting Standards Codification | | |
| ASOP | | | Actuarial Standards of Practice | | |
| ASU | | | Accounting Standards Update | | |
| BoJ | | | Bank of Japan | | |
| CARES | | | Coronavirus, Aid, Relief, and Economic Security | | |
| CDS | | | Credit Default Swap | | |
| CML | | | Commercial Mortgage Loan | | |
| COBRA | | | Consolidated Omnibus Budget Reconciliation Act | | |
| COSO | | | Committee of Sponsoring Organizations of the Treadway Commission | | |
| CSA | | | Credit Support Annex | | |
| DAC | | | Deferred Policy Acquisition Costs | | |
| DCF | | | Discounted Cash Flow | | |
| Dodd-Frank | | | Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 | | |
| DSCR | | | Debt Service Coverage Ratios | | |
| EPS | | | Earnings Per Share | | |
| FASB | | | Financial Accounting Standard Boards | | |
| FHLB | | | Federal Home Loan Bank of Atlanta | | |
| FIO | | | Federal Insurance Office | | |
| FSA | | | Japanese Financial Services Agency | | |
| GCC | | | Group Capital Calculation | | |
| GLBA | | | Gramm-Leach-Bliley Act of 1999 | | |
| HIPAA | | | Health Insurance Portability and Accountability Act of 1996 | | |
| HTM | | | Held-to-Maturity | | |
| ICS | | | Insurance Capital Standard | | |
| IRS | | | Internal Revenue Service | | |
| ISDA | | | International Swaps and Derivatives Association, Inc. | | |
| ISO | | | Incentive Stock Option | | |
| Japan Post Group | | | Japan Post Holdings, Japan Post Co. and Japan Post Insurance, collectively | | |
| Japan Post Holdings | | | Japan Post Holdings Co., Ltd. | | |
An excerpt. Shown here: all 18 rewritten, all 5 added and 40 of 85 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.