000.280P364DP364DP5YP5YP364DP364D690000000080000000013400000013400000010.700.720.970false--12-31FY20190000004977falsefalse7300700000012090000007606300000015060000000.871.041.080.100.100.100.10190000000019000000001900000000190000000013475400001349309000are generally entitled to one vote per share until they have been held by the same beneficial owner for a continuous period of 48 months, at which time they become entitled to 10 votes per share.14800000014800000037400000037400000056000000002027-10-23 These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024.bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin152000000002930000000089000000006000000000060000000000250000000005000000000152000000002930000000089000000006000000000060000000000250000000005000000000152000000002930000000089000000006000000000060000000000250000000005000000000152000000002930000000089000000006000000000030000000000600000000002500000000050000000000.04750.040.040.014880.011590.01750.009320.06450.0690.036250.036250.03250.028750.021080.00470.00320.04750.040.040.014880.011590.01750.009320.06450.06900.036250.036250.03250.028750.021080.00470.00320.04750.040.040.014880.011590.01750.009320.06450.0690.036250.036250.03250.028750.021080.00570.00420.04750.040.040.014880.011590.011220.01750.008430.005000.009340.009320.06450.06900.036250.036250.03250.028750.009630.021080.00570.0042The debentures bear interest at an initial rate of 2.108% per annum through October 22, 2027, or earlier redemption. Thereafter, the rate of the interest of the debentures will be reset every five years at a rate of interest equal to the then-current JPY 5-year Swap Offered Rate plus 205 basis points.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 treasury rate plus 20 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.P3MP3MP3MP3MP3M150000000015000000000180000000.00710.00180.02840.02750.00710.00180.02840.02750.01200.00190.00430.00120.02090.01890.00430.00120.02090.01890.01000.00100.00710.00180.02840.02750.00710.00180.02840.02750.02110.00280.00430.00120.02090.01890.00430.00120.02090.01890.01590.00130.21310000003100000000000.06750.0700.0060.0300.0450.0600.0100.0250.02000000000.002250.00500.000850.00305000000000050000000000500000001000000000100000000000100000000250000000P20Y0.002600000000210000000010000001000000
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FORM 10-K
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20162019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-07434
aflaclogoa01a01a01a33.jpg
Aflac Incorporated
(Exact name of registrant as specified in its charter)
Georgia 58-1167100
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
1932 Wynnton Road Columbus, Georgia ColumbusGeorgia31999
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: 706.323.3431706.323.3431
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbols(s) Name of each exchange on which registered
Common Stock, $.10 Par Value AFLNew York Stock Exchange
Tokyo Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:    None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    þYes¨  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    þNo

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            þYes¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    þYes¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ  Accelerated filer¨

Non-accelerated filer¨(Do not check if smaller reporting company Smaller reporting company  ¨
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes    þ  No
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2016,28, 2019, was $29,327,044,586.$40,396,253,541.
The number of shares of the registrant’s common stock outstanding at February 15, 2017,12, 2020, with $.10 par value, was 401,426,860.722,520,700.
 
Documents Incorporated By Reference
Certain information contained in the Notice and Proxy Statement for the Company’s 2020 Annual Meeting of Shareholders to be held on May 1, 2017, is incorporated by reference into Part III hereof.
 




Aflac Incorporated
Annual Report on Form 10-K
For the Year Ended December 31, 20162019
Table of Contents
  Page
   
PART I  Page
   
Item 1.
   
Item 1A.
   
Item 1B.
   
Item 2.
Item 3.
   
Item 4.3.
Item 4.
   
PART II  
   
Item 5.
   
Item 6.
   
Item 7.
   
Item 7A.
   
Item 8.
   
Item 9.
   
Item 9A.
   
Item 9B.
   
PART III  
   
Item 10.
   
Item 11.
   
Item 12.
   
Item 13.
   
Item 14.
   
PART IV  
   
Item 15.
Item 16.
 




 


i




As used in this report, “we,” “our,” “us” and “Registrant” refer to Aflac Incorporated.




PART I

FORWARD-LOOKING INFORMATION
ITEM 1. BUSINESS
We prepare our financialThe Private Securities Litigation Reform Act of 1995 provides a safe harbor to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in accordance with U.S. generally accepted accounting principles (GAAP).the forward-looking statements. Aflac Incorporated and its subsidiaries (the Company) desire to take advantage of these provisions. This report includes certain forward-looking informationcontains cautionary statements identifying important factors that is based on current expectationscould cause actual results to differ materially from those projected herein, and is subject to a number of risksin any other statements made by Company officials in communications with the financial community and uncertainties. For details on forward-looking information, see Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), Part II, Item 7, of this report.
Aflac Incorporated qualifies as a large accelerated filer within the meaning of Rule 12b-2 under the U.S. Securities Exchange Act of 1934 as amended (the Exchange Act). Our Internet address is aflac.com. The information on the Company's website is not incorporated by referencecontained in this annual report on Form 10-K. We make available, free of charge on the Investors portion of our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto as soon as reasonably practicable after those forms have been electronicallydocuments filed with or furnished to the Securities and Exchange Commission (SEC). Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as the ones listed below or similar words, as well as specific projections of future results, generally qualify as forward-looking. The Company undertakes no obligation to update such forward-looking statements.

General Description
• expect• anticipate• believe• goal• objective
• may• should• estimate• intends• projects
• will• assumes• potential• target• outlook

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

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

1





ITEM 1. BUSINESS
OVERVIEW

Aflac Incorporated (the Parent Company) was incorporated in 1973 under the laws of the state of Georgia. Aflac Incorporated is a general business holding companyThe Parent Company and acts as a management company, overseeing the operations of its subsidiaries by providing management services and making capital available. Its(collectively, the Company) provide financial protection to more than 50 million people worldwide. The Company’s principal business is voluntary supplemental health and life insurance which is marketed and administered through its subsidiary, American Family Life Assurance Company of Columbus (Aflac), which operatesproducts with the goal to provide customers the best value in supplemental insurance products in the United States (Aflac U.S.(U.S.) and asJapan. When a branch in Japan (Aflac Japan)policyholder or insured gets sick or hurt, the Company pays cash benefits fairly and promptly for eligible claims, directly to the insured (unless assigned otherwise). Most of Aflac'sFor more than sixty years, the Company’s supplemental insurance policies are individually underwritten and marketed through independent agents. Aflac U.S. markets and administers group products through Continental American Insurance Company (CAIC), branded as Aflac Group Insurance. Our insurance operationshave given policyholders the opportunity to focus on recovery, not financial stress.

The Company's strategy for growth in the United StatesU.S. and our branch in Japan service the two marketshas remained straightforward and consistent for our insurance business.
On December 2, 2016, we publicly announced that we will pursue the conversion of Aflac Japan from a branch structure to a subsidiary structure, with the subsidiary incorporated as a “Kabushiki Kaisha.” While the branch structure remains an acceptable legal form, the subsidiary structure has emerged as the more prevalent structure for both domestic and foreign companies operating in Japan. In addition, emerging global regulatory standards generally favor the subsidiary structure for foreign insurance and financial service companies.many years. The adoption of this new organizational framework is expected to be tax-neutral and not to have a material impact on the daily operations of either Aflac Japan or Aflac U.S. as a result of this conversion. In addition, we expect to obtain enhanced flexibility in capital management and business development as a result of the conversion. We anticipate completion of the conversion in mid-2018.

Aflac offers voluntary insurance policies in Japan and the United States that provide a layer of financial protection against income and asset loss. We continue to diversify our product offerings in both Japan and the United States. Aflac Japan sells voluntaryCompany develops relevant supplemental insurance products including cancer plans, general medical indemnity plans, medical/sickness riders, care plans, living benefit life plans, ordinary life insurance plans and annuities. Aflac U.S. sells voluntary supplementalthem through expanded distribution channels. To help promote its insurance products, including products designedthe Company’s marketing campaigns feature the Aflac Duck.

long-termgrowthstrategy.jpg

In 1999, the Company had been running commercials for nearly a decade, but its brand awareness was hovering at about 10%. An innovative marketing campaign with something unique and memorable that would build brand awareness was needed. The Aflac Duck’s first commercial in the U.S., “Park Bench,” aired on January 1, 2000 and taught consumers how to protect individuals from depletionpronounce “Aflac.” The Aflac Duck made his international debut in Japan in 2003. In the two decades since his U.S. debut, the Aflac Duck has become one of assets (accident, cancer, critical illness/care, hospital indemnity, fixed-benefit dental,the most familiar advertising icons in the world, appearing in several commercials and vision care plans)countless print ads in both the U.S. and loss-of-income products (lifeJapan. Today, the Aflac Duck is a helpmate who increases brand knowledge and short-term disability plans).connection.


We areThe Company is authorized to conduct insurance business in all 50 states, the District of Columbia, several U.S. territories and Japan. The Company’s website is: www.aflac.com. Information included on the Company’s website is not incorporated by reference into this filing. The Company makes available free of charge through its website, its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after they have been electronically filed with or furnished to the Securities and Exchange Commission (SEC).

REPORTING SEGMENTS

The Company's insurance business consists of two reporting segments: Aflac Japan and Aflac U.S. The Parent Company’s primary insurance subsidiaries are Aflac Life Insurance Japan Ltd. in Japan (Aflac Japan) and American Family Life Assurance Company of Columbus (Aflac); Continental American Insurance Company (CAIC), branded as Aflac Group Insurance (AGI); American Family Life Assurance Company of New York (Aflac New York) and Tier One Insurance Company (TOIC) in the U.S. (collectively, Aflac U.S.).


2





Aflac Japan is the principal contributor to the Parent Company’s consolidated earnings. Aflac Japan's revenues, including realized gains and losses on its investment portfolio, accounted for 71%69% of the Company's total revenues in 2016,2019, compared with 70% in 2015both 2018 and 72% in 2014.2017. The percentage of the Company's total assets attributable to Aflac Japan was 83% and 84% at both December 31, 20162019 and 2015.
Reporting Segments
Aflac's insurance business consists of two reporting segments: Aflac Japan and Aflac U.S. Aflac Japan, which currently operates as a branch of Aflac, is the principal contributor to the Parent Company’s consolidated earnings.2018, respectively. The conversion of Aflac Japan to a subsidiary structure isin April 2018 did not expected to affect ourthe Company's segment reporting structure.

Effective January 1, 2018, investments of Aflac U.S. as well as certain sub-advised assets of Aflac Japan, are managed by the Company’s U.S. asset management subsidiary, Aflac Asset Management LLC (AAM), and investments of Aflac Japan are managed pursuant to an investment advisory agreement between Aflac Japan and the Company's asset management subsidiary in Japan, Aflac Asset Management Japan Ltd. (AAMJ). AAMJ is licensed as a discretionary asset manager under the Japan Financial Instruments and Exchange Act and is subject to rules of the Japan Investment Advisors Association, a self-regulatory organization with mandatory membership for Japan investment managers. AAM and AAMJ are reported in the "Corporate and other segment" category; however, the assets that they manage are reported in the respective Aflac Japan and Aflac U.S. business segments.

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. The Company paid $75 million at closing and made an additional commitment of up to $21 million in contingent consideration payable over three years based on the achievement by Argus of certain performance targets. Argus is an addition to the Aflac U.S. segment.

Revenues derived from any customer did not exceed 10% of consolidated premiums and other revenues for the years ended December 31, 2019 and 2018. For information on ourthe Company's results of operations and financial information by segment, see MD&AItem 7. Management Discussion and Analysis (MD&A) and Note 2 of the Notes to the Consolidated Financial Statements in this report.


AFLAC JAPAN

Aflac Japan is the largest insurer in Japan in terms of cancer and medical (third sector insurance products) policies in force. As of December 31, 2019, Aflac Japan exceeded 24 million individual policies in force in Japan. Aflac Japan continued to be the number one seller of cancer insurance policies in Japan throughout 2019, with more than 15 million cancer policies in force as of December 31, 2019.

Insurance Products

Aflac Japan's third sector insurance products are designed to help consumers pay for medical and nonmedical costs that are not reimbursed under Japan's national health insurance system. Changes in Japan's economy and an aging population have put increasing pressure on Japan's national health care system. As a result, more costs have been shifted to Japanese consumers, who in turn have become increasingly interested in insurance products that help them manage those costs. Aflac Japan has responded to this consumer need by enhancing existing products and developing new products. The focus at Aflac Japan remains on maintaining leadership in third sector insurance products that are less interest rate sensitive and have strong and stable margins. At the same time, Aflac Japan complements this core business with similarly profitable first sector protection products as outlined below.

1

THIRD SECTOR INSURANCEFIRST SECTOR INSURANCE
Life insurance products include:
Cancer
Protection type:Savings type:
Medical
Term Life
WAYS
Income Support
Whole Life
Child Endowment
GIFT
Cancer InsuranceAflac Japan pioneered the cancer insurance market in Japan in 1974, and remains the number one provider of cancer insurance in Japan today. Aflac Japan's cancer insurance products provide a lump-sum benefit upon initial diagnosis of cancer and fixed daily benefits for subsequent hospitalization and outpatient treatments due to cancer, as well as cancer-related surgical and convalescent care benefits.


3






Medical Insurance Aflac Japan's medical insurance products provide benefits for hospitalization, surgeries and outpatient treatment of various illnesses, as well as lump sum benefits related to three critical illnesses: cancer, heart attack, and stroke.

Income Support Insurance Aflac Japan's Income Support Insurance provides fixed-benefit amounts in the event that a policyholder is unable to work due to significant illness or injury and was developed to supplement the disability coverage within Japan’s social security system.

Whole Life Aflac Japan launched Prepare Smart Whole-Life Insurance in 2018, a whole life insurance product with low cash surrender value, which offers non-smoking policyholders further discounted premiums, and it provides beneficiaries, typically a designated family member, with a pre-determined benefit payment upon the death of the insured.

GIFT GIFT is a term life insurance product that provides a designated family member with a fixed amount of money every month upon a breadwinner’s death or serious disability as family support.

WAYS and Child Endowment Beginning in 2013, Aflac Japan began to curtail 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.

Distribution Channels

Traditional Sales ChannelThis distribution channel includes individual agencies, independent corporate agencies and affiliated corporate agencies. Aflac Japan was represented by more than 9,000 sales agencies at the end of 2019, with more than 109,000 licensed sales associates employed by those agencies, including individual agencies.

BanksConsumers in Japan rely on banks to provide not only traditional bank services, but also as one key source to provide insurance solutions and other services. By the end of 2019, Aflac Japan had agreements with approximately 90% of the total number of banks in Japan to sell its products.

Dai-ichi LifeAflac Japan's alliance with Dai-ichi Life was launched in 2001, and approximately 40,000 Dai-ichi Life representatives offer Aflac's cancer products.

Japan Post GroupAflac Japan's alliance with Japan Post Group was launched in 2008. After the alliance strengthened in 2013, the number of postal outlets of Japan Post Co. Ltd. (JPC) selling Aflac Japan's cancer product increased to more than 20,000 since 2015. Japan Post Insurance Co., Ltd. (JPI) offers Aflac Japan cancer products through its 76 directly managed sales offices. In 2018, the Company’ entered a strategic alliance with Japan Post Holdings Co., Ltd. (Japan Post Holdings), the parent company of Japan Post Co. Ltd (JPC) and Japan Post Insurance Co., Ltd. (JPI). See the "Aflac Japan Segment" subsection of MD&A for more about this alliance.

Daido LifeIn 2013, Aflac Japan and Daido Life Insurance entered into an agreement for Daido to sell Aflac Japan's cancer insurance products specifically to the Hojinkai market, which is an association of small businesses. Currently, Daido also sells Aflac Japan's cancer insurance products to the market in the tax payment association, which is a not-for-profit association for small businesses to support tax related matters.

Competition

The Company competes with other insurance carriers through policyholder service, price, product design and sales efforts, as the number of insurance companies offering stand-alone cancer and medical insurance has more than doubled since the deregulation of the Japan market in 2001. However, based on Aflac Japan's growth of annualized premiums in force and diversified distribution network, the Company does not believe that Aflac Japan's market-leading position has been significantly impacted by increased competition. Furthermore, the Company believes the continued development and maintenance of operating efficiencies will allow Aflac Japan to offer affordable products that appeal to consumers. The Company believes Aflac Japan will remain a leading provider of 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.

Regulation

Financial Services Agency (FSA) The financial and business affairs of Aflac Japan are subject to examination by Japan's FSA. Aflac Japan files annual reports and financial statements for the Japanese insurance operations based on a March 31 fiscal year end, prepared in accordance with Japanese regulatory accounting practices prescribed or permitted by the FSA. Japanese regulatory basis earnings are determined using accounting principles that differ materially from U.S. generally

4





accepted accounting principles (U.S. GAAP). Capital and surplus of Aflac Japan, based on Japanese regulatory accounting practices, was $7.8 billion at December 31, 2019, compared with $6.4 billion at December 31, 2018. Two FSA regulations applicable to Aflac Japan are outlined below.

Privacy and Cybersecurity
With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the Act on the Protection of Personal Information (APPI) and guidelines issued by FSA and other governmental authorities. The FSA updated its guidelines regarding cybersecurity in October 2018.

FSA Solvency Standard
The FSA maintains a solvency standard, the solvency margin ratio (SMR), which is used by Japanese regulators to monitor the financial strength of insurance companies. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. Aflac Japan's SMR is sensitive to interest rate, credit spread and foreign exchange rate changes. See the Liquidity and Capital Resources section of the MD&A for a discussion of measures the Company has taken to mitigate the sensitivity of Aflac Japan's SMR.

Japan Company LawAs abranch of Aflac prior to April 1, 2018, Aflac Japan repatriated a portion of its accumulated earnings, as determined on a Japanese regulatory accounting basis, to Aflac U.S. provided that Aflac Japan had determined that it adequately protected policyholders' interests as measured by its SMR. After the conversion of Aflac Japan to a subsidiary structure on April 1, 2018 and starting in the fourth quarter of 2018, Aflac Japan distributes dividends to the Parent Company. Such dividends are subject to permitted dividend capacity under the Japan Company Law.

Policyholder ProtectionThe Japanese insurance industry has a policyholder protection corporation that provides funds for the policyholders of insolvent insurers. For additional information, see the policyholder protection section of the MD&A.

For additional information regarding Aflac Japan's operations and regulations, see the "Aflac Japan Segment" subsection of MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.

AFLAC U.S.

The Company designs its U.S. insurance products to provide supplemental coverage for people who already have major medical or primary insurance coverage, as Aflac U.S. insurance policies pay benefits regardless of other insurance. Aflac U.S. products are distributed in the individual and group supplemental insurance markets. Aflac's individual policies are portable, meaning that individuals may retain their full insurance coverage upon separation from employment or affiliation with a group, generally at the same premium. Individual policies are typically guaranteed-renewable for the lifetime of the policyholder (to age 75 for short-term disability policies).

Insurance Products
Cancer
Critical Illness
Vision
Accident
Hospital Indemnity
Life (Term and Whole)
Short-Term Disability
Dental

Cancer InsuranceAflac U.S.'s cancer insurance products provide a lump-sum benefit upon initial diagnosis of cancer and subsequent benefits for treatment received due to cancer. Aflac U.S. offers cancer insurance on an individual basis.

Accident InsuranceAflac U.S. offers accident coverage on both an individual and group basis. These policies pay cash benefits in the event of a covered injury. The accident portion of the policy includes lump-sum benefits for accidental death, dismemberment and specific injuries as well as fixed benefits for hospital confinement. Additional benefits are also available for home modifications, wellness and increased benefits for injuries related to participations in an organized sporting activity.

Short-Term Disability InsuranceAflac U.S. offers short-term disability benefits on both an individual and group basis. 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.

Critical Illness InsuranceAflac U.S. offers coverage for critical illness plans on both an individual and group basis. These policies are designed to pay cash benefits in the event of critical illnesses such as heart attack, stroke or cancer.


5





Hospital Indemnity InsuranceAflac U.S. offers hospital indemnity coverage on both an individual and group basis. Hospital indemnity products provide policyholders fixed dollar benefits triggered by hospitalization due to accident or sickness. Indemnity benefits for inpatient and outpatient surgeries, as well as various other diagnostic events, are also available. 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.

Dental and Vision Insurance Aflac U.S. now offers network dental and vision products on a group basis. Aflac U.S. offers fixed-benefit dental coverage on both an individual and group basis. Aflac U.S. offers Vision NowSM, an individually issued policy which provides benefits for serious eye health conditions and loss of sight as well as coverage for corrective eye materials and exam benefits.

Life (Term and Whole)Aflac U.S. offers term- and whole-life policies on both an individual and group basis.

Distribution Channels

Independent Associates/Career AgentsThe career agent channel in Aflac U.S. focuses on marketing Aflac to the small business market, defined as employers of between three and 99 employees. Sales associates in the U.S. are independent contractors and are paid commissions and other variable compensation based on first-year and renewal premiums from their sales of insurance products.

BrokersThe broker channel of Aflac U.S. focuses on selling to the mid- and large-case market, which is comprised of employers with 100 or more employees and typically an average size of 1,000 employees or more. 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.

Aflac U.S. concentrates on marketing its insurance products at the worksite. This method offers policies to individuals through employment, trade and other associations. Aflac U.S. believes that worksite marketing enables sales associates and brokers to reach a greater number of prospective policyholders and lowers distribution costs, compared with individually marketed business. Aflac U.S. is also expanding its distribution strategy to reach consumers outside of the traditional worksite through digital lead generation.

Competition

Aflac U.S. competes against several supplemental insurance carriers on a national and regional basis. Aflac U.S. believes its policies, premium rates, platforms, value-added services and sales commissions are competitive by product type. Moreover, Aflac U.S. believes that its products are distinct from competitive offerings given its product focus (including features, benefits and claims service model), distribution capabilities and brand awareness. 

Since Aflac products provide an additional level of financial protection for policyholders, the Company believes the increased financial exposure some employees may face creates a favorable opportunity for Aflac U.S. products. However, given the profitability erosion some major medical carriers are facing in their core lines of business, the Company has seen a more competitive landscape as these carriers seek entry into Aflac's supplemental product segments and leverage their core benefit offerings by bundling and discounting products in order to gain market share.

One Day PaySM is a claims initiative that Aflac U.S. has focused on to process, approve and pay eligible claims in just one day. The Company believes that this claims practice enhances the Aflac U.S. brand reputation and the trust policyholders have in Aflac, and it helps Aflac stand out from competitors.

Regulation

Insurance RegulationThe Parent Company and its U.S. insurance subsidiaries, Aflac, CAIC, TOIC (Nebraska-domiciled insurance companies) and Aflac New York (a New York-domiciled insurance company) are subject to state regulations in the U.S. as an insurance holding company system. Such regulations generally provide that transactions between companies within the holding company system must be fair and equitable. In addition, transfers of assets among such affiliated companies, certain dividend payments from insurance subsidiaries and certain transactions between companies within the system, including management fees, loans and advances are subject to prior notice to, or approval by, state regulatory authorities. These laws generally require, among other things, the insurance holding company and each insurance company directly owned by the holding company to register with the insurance departments of their respective domiciliary states and to furnish annually financial and other information about the operations of companies within the holding company system.


6





Like all U.S. insurance companies, Aflac, Aflac New York, CAIC and TOIC are subject to regulation and supervision in the jurisdictions in which they do business. In general, the insurance laws of the various jurisdictions establish supervisory agencies with broad administrative powers relating to, among other things:

granting and revoking licenses to transact business
regulating trade and claims practices
licensing of insurance agents and brokers
approval of policy forms and premium rates
standards of solvency and maintenance of specified policy benefit reserves and minimum loss ratio requirements
capital requirements
limitations on dividends to shareholders
the nature of and limitations on investments
deposits of securities for the benefit of policyholders
filing of financial statements prepared in accordance with statutory insurance accounting practices prescribed or permitted by regulatory authorities
periodic examinations of the market conduct, financial, and other affairs of insurance companies

The insurance laws of Nebraska that govern Aflac's activities provide that the acquisition or change of “control” of a domestic insurer or of any person that controls a domestic insurer cannot be consummated without the prior approval of the Nebraska Department of Insurance (NDOI). A person seeking to acquire control, directly or indirectly, of a domestic insurance company or of any person controlling a domestic insurance company (in the case of Aflac, CAIC and TOIC, the Parent Company) must generally file with the NDOI an application for change of control containing certain information required by statute and published regulations and provide a copy to Aflac. In Nebraska, control is generally presumed to exist if any person, directly or indirectly, acquires 10% or more of an insurance company or of any other person or entity controlling the insurance company. The 10% presumption is not conclusive and control may be found to exist at less than 10%. Similar laws apply in New York, the domiciliary jurisdiction of Aflac's New York insurance subsidiary.

State insurance departments conduct periodic examinations of the books and records, financial reporting, policy filings and market conduct of insurance companies domiciled in their states, generally once every three to five years. Examinations are generally carried out in cooperation with the insurance departments of other states under guidelines promulgated by the National Association of Insurance Commissioners (NAIC). In 2016, full-scope, risk-focused financial examinations were conducted by the NDOI, New York Department of Financial Services (NYDFS), and the South Carolina Department of Insurance (SCDOI) on their state domiciled insurance entities Aflac, Aflac New York, and CAIC, respectively. There were no material findings contained in the final exam reports. CAIC redomiciled to Nebraska as of December 2016 and TOIC redomiciled to Nebraska effective March 11, 2019. The NDOI and NYDFS are scheduled to conduct a full-scope comprehensive financial examination covering years 2016-2019 in 2020.

NAIC Risk-Based CapitalThe NAIC continually reviews regulatory matters, such as risk-based capital (RBC) modernization, group capital calculations, liquidity risk assessment and principle-based reserving. The NAIC has adopted a valuation manual containing a principle-based approach to calculation of life insurance reserves. The valuation manual became effective January 1, 2017. There is a three-year transition period, beginning January 1, 2017, during which companies can choose on a product by product basis to implement principle-based reserving for new business. The Company anticipates that the adoption of this manual will not cause a material impact on the statutory reserves of Aflac, Aflac New York, CAIC or TOIC. The NAIC uses an RBC formula relating to insurance risk, business risk, asset risk and interest rate risk to facilitate identification by insurance regulators of inadequately capitalized insurance companies based upon the types and mix of risk inherent in the insurer's operations. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of a company's regulatory total adjusted capital to its authorized control level RBC as defined by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The levels are company action, regulatory action, authorized control, and mandatory control. As of December 31, 2019, based on year-end statutory accounting results, Aflac's company action level RBC ratio was 539%. The 2018 RBC as filed is lower than Aflac U.S. stand-alone RBC due to the inclusion of Aflac Japan for the first quarter of 2018. The RBC charge reflects the business risk without any total adjusted capital (TAC). Aflac's NAIC RBC ratio remains high and reflects a very strong capital and surplus position.

Guaranty Association and Similar ArrangementsUnder state insurance guaranty association laws and similar laws in international jurisdictions, the Company is subject to assessments, based on the share of business the Company writes in the relevant jurisdiction, for certain obligations of insolvent insurance companies to policyholders and claimants. In the U.S., some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company's policy is to accrue assessments when the entity for which the insolvency relates has met its state of domicile's statutory

7





definition of insolvency, the amount of the loss is reasonably estimable and the related premium upon which the assessment is based is written. In most states, the definition is met with a declaration of financial insolvency by a court of competent jurisdiction.

Federal InitiativesFederal legislation and administrative policies in several areas, including health care reform legislation, financial services reform legislation, securities regulation, pension regulation, privacy, tort reform legislation and taxation, can significantly and adversely affect insurance companies. Federal regulations applicable to Aflac U.S. are outlined below.

Affordable Care Act (ACA)
The ACA, federal health care reform legislation, gave the U.S. federal government direct regulatory authority over the business of health insurance. The reform included major changes to the U.S. health care insurance marketplace. The ACA, as enacted, does not require material changes in the design of the Company's insurance products. However, indirect consequences of the legislation and regulations could present challenges that could potentially have an impact on the Company's sales model, financial condition and results of operations. The U.S. Congress has considered and may continue to consider legislation that would repeal and replace key provisions of the ACA. There can be no assurance that any legislation affecting the ACA will be passed by Congress, nor as to the ultimate timing or provisions of any such legislation, nor as to the effect of any such legislation on the design or marketability of the Company's insurance products. Further, certain provisions of the ACA have been and may continue to be subject to challenge through litigation, the ultimate effects of which on the ACA are uncertain.

Dodd-Frank Act
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) and regulations issued thereunder, in particular rules to require central clearing for certain types of derivatives, may have an impact on the Company's derivative activity, including activity on behalf of Aflac Japan. In addition, in 2015 and 2016, six U.S. financial regulators, including the U.S. Commodity Futures Trading Commission (CFTC), issued final rules regarding the exchange of initial margin (IM) and variation margin (VM) for uncleared swaps that impose greater obligations on swap dealers regarding uncleared swaps with certain counterparties, such as the Company. The requirements of such rules with respect to IM are currently being phased in and will be fully implemented by September 1, 2020, although an extension to September 1, 2021 is expected for covered entities with an aggregate average notional amount below $50 billion. The margin requirements are expected to result in more stringent collateral requirements and to affect other aspects of the Company's derivative activity.

The Dodd-Frank Act also established a Federal Insurance Office (FIO) under the U.S. Treasury Department to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance. Traditionally, U.S. insurance companies have been regulated primarily by state insurance departments. The FIO does not directly regulate the insurance industry, but under Dodd-Frank it has the power to preempt state insurance regulations that are inconsistent with international agreements reached by the federal government, subject to certain requirements and restrictions. The FIO and certain federal agencies must achieve consensus positions with the state insurance regulators when taking positions on insurance proposals by certain international forums. The President and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act, some of which have been implemented. The Company cannot predict with any degree of certainty what impact, if any, such proposals might have on Aflac's business, financial condition, or results of operations.

Privacy and Cybersecurity
The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal Gramm-Leach-Bliley Act of 1999 (GLBA) and in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). For example, the California Consumer Privacy Act became effective January 1, 2020 and requires businesses to provide California consumers rights to access, delete, and restrict certain uses of their personal information. Under the law, the California Attorney General may not bring an enforcement action prior to July 1, 2020. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations).

Cybersecurity also continues to be an area of evolving focus for U.S. legislation and regulatory activity. In March 2017, new cybersecurity regulation issued by the NYDFS went into effect that requires covered entities, including Aflac New York, to maintain an information security program meeting certain security, data disposal, audit, activity

8





monitoring, and data encryption requirements. In October 2017, the NAIC adopted an Insurance Data Security Model Law that may be adopted in whole or in part by U.S. states in which the Company’s subsidiaries are licensed. Other states have adopted and, the Company expects, will continue to pass legislation and issue regulations related to cybersecurity. The Company anticipates, assesses and if necessary modifies its information security program to accommodate such changes.

For further information concerning Aflac U.S. operations, see the "Aflac U.S. Segment" subsection of the MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.

CORPORATE AND OTHER

The Company's other operations include the Parent Company, asset management subsidiaries, results of reinsurance retrocession activities and a printing subsidiary. For additional information on the Company's other operations, see the "Corporate and Other" subsection of the MD&A and Note 8 in the Notes to the Consolidated Financial Statements.
EMPLOYEES

As of December 31, 2019, Aflac Japan had 6,178 employees, Aflac U.S. had 4,799 employees, and the Company's other operations had 752 employees.

9





Information about the Company's Executive Officers
NAME
PRINCIPAL OCCUPATION(1)
AGE
Daniel P. AmosChairman, Aflac Incorporated and Aflac, since 2001; Chief Executive Officer, Aflac Incorporated and Aflac, since 1990; President, Aflac, since 2017; President, Aflac Incorporated, from 2018 until 202068
Koji AriyoshiExecutive Vice President, Director of Sales and Marketing, Aflac Japan, since 201266
Steven K. BeaverSenior Vice President, Chief Financial Officer, Aflac U.S., since 2019; Senior Vice President, Financial Planning and Analysis, Aflac Incorporated, from 2018 until 2019; Senior Vice President, Global Strategic Projects, Corporate Financial Planning and Analysis, Aflac Incorporated, from 2017 until 2018; Vice President, Deputy Chief Accounting Officer, Tax Department, Aflac Incorporated, from 2015 until 2016; Vice President, Corporate Tax, Aflac Incorporated, from 2012 until 201455
Max K. BrodenExecutive Vice President, Chief Financial Officer, Aflac Incorporated, since 2020; Senior Vice President and Treasurer, Aflac Incorporated, from 2017 until 2020; Senior Portfolio Manager, Norges Bank, from 2007 until 201741
Frederick J. CrawfordPresident and Chief Operating Officer, Aflac Incorporated, since 2020; Executive Vice President, Chief Financial Officer, Aflac Incorporated, from 2015 until 2020; Executive Vice President, Chief Financial Officer, CNO Financial Group, from 2012 until 201556
J. Todd DanielsExecutive Vice President, Chief Financial Officer, Aflac Japan, since 2018; Executive Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, from 2016 until 2018; Senior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac, from 2015 until 2016; Senior Vice President, Deputy Corporate Actuary and Global Chief Risk Officer, Aflac, from 2014 until 2015; Senior Vice President, Deputy Corporate Actuary, Aflac, from 2012 until 201449
June HowardChief Accounting Officer, Aflac Incorporated and Aflac, since 2010; Senior Vice President, Financial Services, Aflac Incorporated and Aflac, since 2010; Treasurer, Aflac, from 2011 until 201553
Eric M. KirschExecutive Vice President, Global Chief Investment Officer, Aflac, since 2012; President, Aflac Asset Management LLC, since 201759
Masatoshi KoidePresident and Chief Operating Officer, Aflac Japan since 2017; Deputy President, Aflac Japan from 2016 until 2017; Executive Vice President, Aflac Japan from 2015 until 2016; First Senior Vice President, Aflac Japan, from 2013 until 201559
Charles D. Lake, IIPresident, Aflac International, since 2014; Chairman, Aflac Japan, since 200858
Albert A. RiggieriSenior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, since 2018; Senior Vice President, Corporate Actuary, Aflac, from 2016 until 2018; Group Chief Actuary, Unum Group, until 201664
Audrey B. TillmanExecutive Vice President, General Counsel, Aflac Incorporated and Aflac, since 2014; Executive Vice President, Corporate Services, Aflac Incorporated, from 2008 until 201455
Teresa L. WhitePresident, Aflac U.S., since 201453
Richard L. Williams Jr.Executive Vice President and Chief Distribution Officer, Aflac since 2017; Senior Vice President and General Manager, Stop Loss, Unum, U.S. in 2017; Senior Vice President, Growth Markets, Colonial Life and Accident Insurance Company from 2013 until 201748
(1)Unless specifically noted, the respective executive officer has held the occupation(s) set forth in the table for at least the last five years. Each executive officer is appointed annually by the board of directors and serves until his or her successor is chosen and qualified, or until his or her death, resignation or removal.

10



ITEM 1A. RISK FACTORS
The Company faces a wide range of risks, and its continued success depends on its ability to identify, prioritize and appropriately manage enterprise risk exposures. Readers should carefully consider each of the following risks and all of the other information set forth in this Form 10-K. These risks and other factors may affect forward-looking statements, including those in this document or made by the Company elsewhere, such as in earnings release webcasts, investor conference presentations or press releases. The risks and uncertainties described herein may not be the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect its business. If any of the following risks and uncertainties develops into actual events, there could be a material impact on the Company.
Sales of the Company's products and services are dependent on its ability to attract, retain and support a network of qualified sales associates, brokers and employees in the U.S. and sales associates and other distribution partners in Japan.

The Company's sales, results of operations and financial condition could be materially adversely affected if its sales networks deteriorate or if the Company does not adequately provide support, training and education for its existing network of sales associates, brokers, other distribution partners and employees. In the U.S., competition exists for sales associates and brokers with demonstrated ability. In Japan, the Company's sales results are dependent upon its relationship with sales associates and other distribution partners, including its strategic partner, Japan Post.

The Company competes with other insurers and financial institutions primarily on the basis of its products, compensation, support services and financial rating. The Company's sales associates, brokers and other distribution partners are independent contractors and may sell products of its competitors. If the Company's competitors offer products that are more attractive, or pay higher commissions than the Company does, any or all of these distribution partners may concentrate their efforts on selling the Company's competitors' products instead of the Company's. In addition to the Company's commissioned sales force in the U.S., Aflac has expanded its sales leadership team to include a salaried sales force of over 200 market directors and broker sales professionals. The Company's inability to attract and retain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, could have a material adverse effect on the Company's sales, results of operations and financial condition.

Additionally, as the Japan and U.S. employment markets continue to evolve, there is risk that the Company's practices regarding attracting, developing, and retaining employees may not be fully effective. Failure to successfully meet and maintain sufficient levels of employees may diminish the Company's ability to achieve its financial and compliance objectives, both of which are time consuming and personnel-intensive.

For more information on the strategic partnership with Japan Post, see the risk factor below entitled, " Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations."

Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations

As previously disclosed, in the second half of 2019 and the first quarter of 2020 there have been news reports and public comments regarding improper sales practices relating to sales of JPI products by JPI and JPC, each an affiliate of Japan Post Holdings (together with JPI and JPC, the Japan Post Group). JPC and JPI are important distribution and alliance partners of the Company, which in 2018 collectively accounted for approximately 25% of Aflac Japan’s third sector sales. On July 24, 2019, after such news reports and other public comments, the Japan Post Group announced that they had established a Special Investigative Committee comprised of independent former prosecutors to determine whether JPC and JPI sales practices with respect to JPI products had caused disadvantages to customers holding such policies that were not otherwise the result of honoring such customers’ intentions.

On December 18, 2019, the Japan Post Group issued a release discussing results of the investigation and stating that JPI had identified a number of cases involving potential violation of laws and regulations or internal rules. On the same date, the Japan Post Group stated that it would continue the investigation with a goal of completing it by March 2020. On December 27, 2019, the Japanese FSA issued three-month business suspension orders to JPC and JPI for the sale of JPI insurance products, and the Japan Ministry of Internal Affairs and Communications also issued a three-month business suspension order to JPC for the sale of JPI insurance products. Also on December 27, 2019, the Japan Post Group announced the resignation of the chief executives of Japan Post Holdings, JPC and JPI, to be effective January 5, 2020. On January 31,

11



2020, the Japan Post Group announced that its internal investigation had been expanded to additional policyholders and the investigation would continue with a goal of completing it by the end of June 2020. The Japan Post Group stated they could not comment on the expected timing for it to re-initiate sales of JPI insurance products.

Notwithstanding the JPI investigation and the three-month suspension orders promulgated by the FSA and the Japan Ministry of Internal Affairs and Communications, the sale of Aflac Japan cancer policies has continued through JPC and JPI. However, while the sale of Aflac Japan cancer insurance products is not within the scope of the suspension orders, beginning in August 2019 the Company has experienced a material decrease of sales in the Japan Post Group channel. This decline has continued into 2020. The Company believes that sales of Aflac Japan cancer insurance through JPC and JPI are unlikely to return to 2018 levels in the near term. It is uncertain what long-term effect these developments will have on the Company’s results of operations or financial condition, but any such effects could be material. See the "Aflac Japan Segment" subsection of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Competition could adversely affect the Company's ability to increase or maintain its market share or profitability.

The Company operates in a competitive environment and in an industry that is subject to ongoing changes from market pressures brought about by customer demands, legislative reform, marketing practices and changes to health care and health insurance delivery. These factors require the Company to anticipate market trends and make changes to differentiate the Company's products and services from those of its competitors. The Company also faces the potential of competition from existing or new companies in the U.S. and Japan that have not historically been active in the supplemental health insurance industry, but some of which have greater financial, marketing and management resources than the Company does. Further, some of these potential competitors could introduce new means of product development and delivery that disrupt the Company’s business model. Failure to anticipate market trends and/or to differentiate the Company's products and services can affect the Company's ability to retain or grow profitable lines of business. Further, as employers and brokers are increasingly requesting a full-suite of products from one insurance provider, a failure to react and adapt to these demands could result in decreased sales or market share.

The insurance market is undergoing rapid changes with frequent introductions of new technology-driven products and services. The Company's future success will depend, in part, on its ability to keep pace with the technological changes and to use technology to satisfy and grow customer demand for the Company's products and services and to create additional efficiencies in its operations. The Company expects that it will need to continue making substantial investments in its technology and information systems to compete effectively and to stay current with technological changes. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. A failure to meet evolving customer demands through innovative product development, effective distribution channels, and continuous investment in the Company's technology could result in lower revenues and less favorable policy terms and conditions, which could adversely affect the Company's operating results. As a result, the Company's ability to effectively compete to retain or acquire new business may be impaired, and its business, financial condition or results of operations may be adversely affected.

If future policy benefits, claims or expenses exceed those anticipated in establishing premiums and reserves, the Company's financial results would be adversely affected.

The Company establishes premiums for many of its policies on assumptions for morbidity, mortality, longevity and persistency. The Company also establishes and carries, as a liability, reserves based on estimates of how much will be required to pay for future benefits and claims on its policies. The Company calculates these reserves using various assumptions and estimates, including premiums the Company will receive over the assumed life of the policy; the timing, frequency and severity of the events covered by the insurance policy; and the investment returns on the assets the Company purchases with a portion of its net cash flow from operations.

The assumptions and estimates that the Company uses in establishing premiums and reserves depend on the Company's judgment regarding the likelihood of future events and are inherently uncertain. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in incidence rates, economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level the Company assumes prior to payment of benefits or claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to earnings in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations and financial condition.


12



Generally, lower mortality decreases the profitability of third sector products in Japan, as more policyholders will survive into ages where they have a higher rate of claim incidence. This assumption can impact pricing and reserving.  For instance, Japan FSA periodically requires updates to their Standard mortality tables for FSA reserves. An update to the Standard mortality tables was performed in April 2018 applicable to all business issued after that date. For business that is inforce prior to the update, the change in mortality table would not have an impact. For new issues, the updated mortality tables would be included in the Company's reserve assumptions, and slow the emergence of FSA earnings for third sector products and therefore will have an impact on pricing returns. The Company adjusts pricing assumptions as new products are developed to adjust for these mortality assumptions. 

The success of the Company's business depends in part on effective information technology systems and on continuing to develop and implement improvements in technology.

The Company's business depends in large part on its technology systems for interacting with employers, policyholders, sales associates, and brokers, and the Company's business strategy involves providing customers with easy-to-use products to meet their needs and ensuring employees have the technology in place to support those needs. Some of the Company's information technology systems and software are older, legacy-type systems that are less efficient and require an ongoing commitment of significant resources to maintain or upgrade to current standards including adequate business continuity procedures. The Company is in a continual state of upgrading and enhancing its business systems; however, these changes tend to challenge the Company's complex integrated environment. The Company's success is dependent in large part on maintaining or improving the effectiveness of existing systems and continuing to develop and enhance information systems that support its business processes in a cost-efficient manner. If the Company does not maintain the effectiveness of its systems, the Company's operations and reputation could be adversely affected and it could be exposed to litigation as well as to regulatory proceedings and fines or penalties.

Defaults, downgrades, widening credit spreads or other events impairing the value of the fixed maturity securities and loan receivables in the Company's investment portfolio may reduce the Company's earnings and capital position.
The Company is subject to the risk that the issuers and/or guarantors of fixed maturity securities and loan receivables the Company owns may default on principal or interest. A significant portion of the Company's portfolio represents an unsecured obligation of the issuer, including some that may be subordinated to other debt in the issuer’s capital structure. In these cases, many factors can influence the overall creditworthiness of the issuer and ultimately its ability to service and repay the Company's holdings. This can include changes in the global economy, the company's assets, strategy, or management, shifts in the dynamics of the industries in which they compete, their access to additional funding, and the overall health of the credit markets. Factors unique to the Company's securities including contractual protections such as financial covenants or relative position in the issuer's capital structure also influence the value of the Company's holdings.

Most of the Company's investments carry a rating by one or more of the nationally recognized statistical rating organizations (NRSROs or rating agencies). Any change in the rating agencies' approach to evaluating credit and assigning an opinion could negatively impact the fair value of the Company's portfolio. The Company employs a team of credit analysts to monitor the creditworthiness of the issuers in its portfolio. Any credit-related declines in the fair value of positions held in the Company's portfolio believed to be not temporary in nature will negatively impact the Company's net income and capital position through impairment and other credit related losses. These losses would also affect the Company's solvency ratios in the U.S. and Japan. Aflac Japan has certain regulatory accounting requirements for realizing impairments that could be triggered by credit-related losses, which may be different from U.S. GAAP and statutory requirements. These impairment losses could negatively impact Aflac Japan's earnings, and the corresponding dividends and capital deployment.

The Company is also subject to the risk that any collateral providing credit enhancement to the Company's positions could deteriorate. These instruments may include senior secured first lien loans, such as commercial mortgage loans, bank loans, middle market loans, and loan-backed securities where the underlying loan or collateral notes may default on principal, interest, or other payments, causing an adverse change in cash flows to the positions held in the Company's investment portfolio.

The Company is exposed to sovereign credit risk through instruments issued directly by governments and government entities as well as banks and other institutions that rely in part on the strength of the underlying government for their credit quality. In addition to the U.S. and Japan, many governments, especially in Europe, have been subject to rating downgrades due to the need for fiscal and budgetary remediation and structural reforms, reduced economic activity, and investment needed to support banks or other systemically important entities. Additional downgrades or default of the Company's sovereign issuers will have a negative impact on its portfolio and could reduce the Company's earnings and capital.


13



In addition to the Company's exposure to the underlying fundamental credit strength of the issuers of its fixed maturity securities and the underlying risk of default, the Company is also exposed to the general movement in credit market spreads. 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 which is used in determining the SMR in Japan. This widening of credit spreads could, however, increase the net investment income on new credit investments. Conversely, a tightening of credit spreads could increase the value of the Company's existing portfolio and create unrealized gains on its investment portfolio. This tightening of credit spreads could also reduce the net investment income available to the Company on new credit investments. Increased market volatility also makes it difficult to value certain of the Company's investment holdings (see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, of this Form 10-K).

For more information regarding credit risk, see the Credit Risk subsection of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this Form 10-K.

The Company is exposed to significant interest rate risk, which may adversely affect its results of operations, financial condition and liquidity.
The Company has substantial investment portfolios that support its policy liabilities. Low levels of interest rates on investments experienced in Japan and the U.S. over the last decade have reduced the level of investment income earned by the Company. The Company's overall level of investment income will be negatively impacted in a persistent low-interest-rate environment. While the Company generally seeks to maintain a diversified portfolio of fixed-income investments that reflects the cash flow and duration characteristics of the liabilities it supports, the Company may not be able to fully mitigate the interest rate risk of its assets relative to its liabilities. The Company's exposure to interest rate risk relates primarily to the ability to invest future cash flows to support the interest rate assumption made at the time the Company's products were priced and the related reserving assumptions were established. A sustained decline in interest rates could hinder the Company's ability to earn the returns assumed in the pricing and the reserving for its products at the time they were sold and issued. Due to low interest rates, the Company's ability to earn the returns it expects may also influence the Company's ability to develop and price attractive new products and could impact its overall sales levels. The Company's first sector products are more interest rate sensitive than third sector products. As discussed in Item 1. Business, beginning in 2013, Aflac Japan began to curtail sales of first sector savings-type products due to persistent low interest rates in Japan. The continuing negative interest rate imposed by the Bank of Japan (BoJ) on excess bank reserves could continue to have a negative impact on the distribution and pricing of these products.
A rise in interest rates could improve the Company's ability to earn higher rates of return on future investments, as well as floating rate investments held in its investment portfolio. However, an increase in the differential of 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. The Company’s floating rate investments typically bear interest based on the London Interbank Offered Rate (LIBOR). Regulatory and industry initiatives to eliminate LIBOR as an interest rate benchmark may create uncertainty in the valuation of LIBOR-based loans, as well as for other LIBOR-based derivatives and assets. This may adversely impact both pricing and liquidity in such instruments. The Company is unable to predict with certainty how LIBOR elimination may impact markets, pricing, liquidity and other factors or the Company's activities.
Changes in interest rates impact unrealized gains and losses of fixed income securities in the Company's investment portfolio; however, they do not have a direct impact on the related valuation of the corresponding liabilities. Prolonged periods of low interest rates, as have been experienced in recent years, heighten the risk associated with future increases in interest rates because an increasing proportion of the Company's investment portfolio includes investments that bear lower rates of return than the embedded book yield of the investment portfolio. A rise in interest rates could decrease the fair value of the Company's debt securities. Some of the insurance products that Aflac sells in the U.S. and Japan provide cash surrender values. A rise in interest rates could trigger significant policy surrenders, which might require the Company to sell investment assets and recognize unrealized losses. This situation is commonly referred to as disintermediation risk. The Company generally invests its assets to match the duration and cash flow characteristics of its policy liabilities, and therefore would not expect to realize most of these gains or losses, however, the Company's risk is that unforeseen events or economic conditions, such as changes in interest rates resulting from governmental monetary policies, domestic and international economic and political conditions, and other factors beyond the Company's control will reduce the effectiveness of this strategy. These events or economic conditions could either cause the Company to dispose of some or all of these investments prior to their maturity, or increase the risk that the issuers of these securities may default or may require impairment, which could result in the Company having to recognize such gains or losses.

14



Rising interest rates also negatively impact the SMR since unrealized losses on the available-for-sale investment portfolio factor into the ratio. For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates, negatively impacting Aflac Japan's earnings and corresponding dividends and capital deployment.
Further, interest rate risk is still an inherent portfolio, business and capital risk for the Company, and significant changes in interest rates could have a material adverse effect on the Company's consolidated results of operations, financial condition or cash flows through realized losses, impairments, changes in unrealized positions, and liquidity.

For more information regarding interest rate risk, see the Interest Rate Risk subsection within the Market Risks of Financial Instruments section of MD&A in this report.

The Company's concentration of business in Japan poses risks to its operations.
The Company's operations in Japan, including realized gains and losses on Aflac Japan's investment portfolio, accounted for 69% of the Company's total revenues in 2019, and 70% in both 2018 and 2017. The Japanese operations accounted for 83% of the Company's total assets at December 31, 2019, compared with 84% at December 31, 2018.

Further, because of the concentration of the Company's business in Japan and its need for long-dated yen-denominated assets, the Company has a substantial concentration of Japan Government Bond (JGBs) in its investment portfolio. As such the Company has material exposure to the Japanese economy, geo-political climate, political regime, and other factors that generally determine a country's creditworthiness. Specifically, the NRSROs, credit rating agencies registered with the SEC, have placed increased scrutiny on JGBs, which are a significant component of the Company’s overall investment portfolio, resulting in downgrades as discussed later in this Risk Factors section. 

The Company seeks to match investment currency and interest rate risk to its yen liabilities. The low level of interest rates available on yen-denominated securities has a negative effect on overall net investment income. A large portion of the cash available for reinvestment each year is deployed in yen-denominated instruments and subject to the low level of yen interest rates.

Any potential deterioration in Japan's credit quality, market access, the overall economy of Japan, or Japanese market volatility could adversely impact the business of Aflac in general and specifically Aflac Japan and its related results of operations and financial condition.

Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity.
The Company attempts to match both the duration and currency of its assets with its liabilities. This is very difficult for Aflac Japan due to the lack of available long-dated yen-denominated fixed income instruments beyond JGBs.

Prior to the onset of the financial crisis of 2008, the Company was focused on investing cash flows in JGBs, which had relatively low yields, and utilizing private placement and perpetual securities to gain additional yield, extend the duration of the investment portfolio, and maintain yen exposure. Given call activity with respect to certain of the Company's legacy private placement investments, the Company has added a modest amount of yen-denominated private placements to its investment portfolio in recent periods. The investment in private placements carries risk associated with illiquidity, which is managed and monitored by the Company.

Starting in 2012, Aflac Japan augmented its investment strategy to include U.S. dollar-denominated investments, some of which could then be hedged back to yen. Initially this program focused on public investment-grade bonds but has evolved over time to include U.S. dollar-denominated investment-grade commercial mortgage loans, middle market loans, infrastructure debt, as well as other loan types, high yield bond and public and private equities. The Company plans to continue adding other instruments denominated in U.S. dollars, including floating rate investments, to improve the portfolio diversification and/or return profile. Some of the U.S. dollar-denominated asset classes that the Company has added, and anticipates continuing to add, have less liquidity than investment-grade corporate bonds. These strategies will continue to increase the Company's exposure to U.S. interest rates, credit spreads and other risks. The Company has increased foreign exchange risk exposure as the comprehensive hedging program may not always correlate to the underlying U.S. dollar-denominated assets, thereby increasing earnings volatility. These risks can significantly impact the Company's consolidated results of operations, financial position or liquidity.


15



Investing in U.S. dollar-denominated investments in Aflac Japan also creates an unmatched foreign currency exposure and related SMR volatility, as Aflac Japan’s insurance liabilities are yen-denominated. Although the Company engages in certain foreign exchange hedging activities to partially mitigate this risk, and such hedged assets may be used to satisfy yen-denominated insurance liabilities and other business obligations, important risks remain.

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. 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, as well as, investments previously hedged that have since been sold, matured or redeemed and may or may not have not been converted to yen. The Company’s foreign exchange derivatives are typically shorter-dated than the underlying U.S. dollar-denominated investments being hedged, which creates roll-over risks within the hedging program that could increase the cost of such derivatives. If the Company reduces the notional amount of foreign exchange derivatives prior to the maturity of the hedged U.S. dollar-denominated investments, the foreign exchange gains or losses on the U.S. dollar-denominated investments remain economically unrealized. These foreign currency gains or losses on the investments are only economically realized, or monetized, through sale, maturity or redemption of the investments and concurrent conversion to yen. However, the Company may not realize the benefit of offsetting adverse cash settlements on hedging derivatives with cash receipts on the U.S. dollar-denominated investments if the currency exchange rates move in an adverse direction before the investments are converted to yen, or if the investments are never converted to yen. As an example of the latter, if the Company’s actual insurance risk experience in Japan is as expected or more favorable than expected, the need for yen to pay expenses and claims would correspondingly remain at or below expected levels, thereby diminishing operational requirements to convert U.S. dollar-denominated investments to yen. The settlement of the foreign exchange derivatives is reported in the investing activities section of the Company’s consolidated statements of cash flows in the line item “Settlement of derivatives, net.”

For more information regarding unhedged U.S. dollar-denominated securities, see the risk factor entitled, “The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate.” For more information regarding Aflac Japan's U.S. dollar-denominated investments and hedging activities, see the "Hedging Activities"subsection within the MD&A of this report, and for more information regarding foreign currency risk, see the "Currency Risk" subsection within the Item 7A. Quantitative and Qualitative Disclosures about Market Risk section in this report.

If the Company fails to comply with restrictions on customer privacy and information security, including taking steps to ensure that its third-party service providers and business associates who access, store, process or transmit sensitive customer information maintain its security, integrity, confidentiality and availability, the Company's reputation and business operations could be materially adversely affected.

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal GLBA and in the HIPAA. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations). With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the APPI and guidelines issued by FSA and other governmental authorities.

The Company relies on third parties, and in some cases subcontractors, to provide information technology and data services. It also relies on various parties in its distribution channels including agencies, banks and Japan Post in Japan, as well as sales associates and brokers in the U.S., to provide services to prospective and existing customers. Although the Company provides for appropriate protections through its contracts and performs information security risk assessments of its third-party service providers and business associates, the Company still has limited control over their actions and practices. In addition, despite the security measures the Company has in place to ensure compliance with applicable laws and rules, the Company's facilities and systems, and those of the Company's third-party providers and participants in its distribution channels may be vulnerable to security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. In such cases, notification to affected individuals, state and federal regulators, state attorneys general and media may be required, depending upon the number of affected individuals and whether personal information including health or financial data was subject to unauthorized access.

The U.S. Congress and many states are considering new privacy and security requirements that would apply to the Company's business. Compliance with new privacy and security laws, requirements, and new regulations may result in cost

16



increases due to necessary systems changes, new limitations or constraints on the Company's business models, the development of new administrative processes, and the effects of potential noncompliance by the Company's business associates. They also may impose further restrictions on the Company's collection, disclosure and use of customer identifiable data that are housed in one or more of the Company's administrative databases. Noncompliance with any privacy laws or any security breach involving the misappropriation, loss, theft or other unauthorized disclosure of sensitive or confidential customer information, whether by the Company or by one of its third parties, could have a material adverse effect on the Company's business, reputation, brand and results of operations, including: material fines and penalties; compensatory, special, punitive and statutory damages; consent orders regarding the Company's privacy and security practices; adverse actions against the Company's licenses to do business; and injunctive relief.

In addition, under Japanese laws and regulations, including the APPI, if a leak or loss of personal information by Aflac Japan or its business associates should occur, depending on factors such as the volume of personal data involved and the likelihood of other secondary damage, Aflac Japan may be required to file reports to the FSA; issue public releases explaining such incident to the public; or become subject to an FSA business improvement order, which could pose a risk to the Company's reputation.

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality, integrity or privacy of sensitive data residing on such systems, could harm the Company's business.

The Company stores confidential policyholder, employee, agent, and other proprietary information on its information technology systems. In addition, the Company depends heavily on its telecommunication, information technology and other operational systems and on the integrity and timeliness of data it uses to run its businesses and service its customers. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond the Company's control. Additionally, design flaws may exist in certain systems, processes, software, or configurations that in turn may result in system failure, data corruption, or compromise. Despite the Company's implementation of a variety of security measures to defend against threats incurred on a daily basis, its information technology and other systems, as well as those of third party providers and participants in the Company’s distribution channels, have been and will likely continue to be subject to physical or electronic break-ins, unauthorized tampering, security breaches or other cyber-attacks, that may result in the failure to adequately maintain the security, confidentiality, integrity, or privacy of sensitive data, including personal information relating to customers and prospective customers, or in the misappropriation of the Company's intellectual property or proprietary information.

From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. Although the minor data leakage issues the Company has experienced to date have not had a material effect on its business, there is no assurance that the Company's security systems or processes will prevent or mitigate future break-ins, tampering, security breaches or other cyber-attacks. Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, whether due to actions by the Company or others, including third party providers and participants in the company’s distribution channels, could delay or disrupt the Company's ability to do business and service its customers, seriously harm the Company's brand and reputation as well as the Company's ability to compete effectively, subject it to regulatory sanctions and other claims, lead to a loss of customers and revenues and otherwise adversely affect the Company's business. In addition, the costs to address or remediate system interruptions or security threats and vulnerabilities, whether before or after an incident, could be significant.

While the Company continues to invest in the infrastructure of its data security programs, the Company, as well as its third party providers and participants in the Company’s distribution channels, have been, and will likely continue to be, the target of unauthorized access, social engineering, phishing, cyber-attacks, web application attacks, computer viruses or other malicious codes, or other computer-related penetrations. Although the Company attempts to manage its exposure to such events through the purchase of cyber liability insurance, such events are inherently unpredictable and insurance may not be sufficient to protect the Company against all losses. As a result, events such as these could adversely affect the Company's financial condition or results of operation.


17



Catastrophic events could adversely affect the Company's financial condition and results of operations as well as the availability of the Company’s infrastructure and systems.

The Company's insurance operations are exposed to the risk of catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, and terrorism or other acts of violence. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Certain events such as earthquakes, tsunamis, hurricanes and man-made catastrophes could cause substantial damage or loss of life in larger areas, especially those that are heavily populated. Claims resulting from natural or man−made catastrophic events could cause substantial volatility in the Company's financial results for any fiscal quarter or year and could materially reduce its profitability or harm the Company's financial condition, as well as affect its ability to write new business.

Additionally, the Company's business operations may be adversely affected by such catastrophic events to the extent they disrupt the Company's physical infrastructure, human resources or systems that support its businesses and customers. Although the Company has a global crisis management framework to minimize the business disruption from a catastrophic event, such framework may not be effective to avoid an adverse impact to the Company from such an event.

Difficult conditions in global capital markets and the economy 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 results of operations are materially affected by conditions in the global capital markets and the global economy generally, including in its two primary operating markets of the U.S. and Japan. Weak global financial markets impact the value of the Company's existing investment portfolio, influence opportunities for new investments, and may contribute to generally weak economic fundamentals, which can have a negative impact on its operating activities.

In recent years, global capital markets have been severely impacted by several major events. The financial crisis that began in the latter part of 2008 saw dramatic declines in investment values and weak economic conditions as the global financial system came under extreme pressure. Although U.S. markets began recovering in late 2009 and 2010, Europe continued to struggle under a severely weakened banking system and investor concerns with sovereign debt levels. Following a period of unprecedented intervention by governments and central banks, including the U.S. Federal Reserve and European Central Bank (ECB), financial conditions improved from the dire conditions of the global financial crisis, global recession, and European debt crisis. More recently, global markets have experienced bouts of volatility due to uncertainty surrounding a British exit from the European Union, Japan’s continued recovery amidst assorted policy changes, volatility in global commodity prices including oil, divergent monetary policies in the U.S. versus many other developed economies, heightened concerns surrounding the Chinese economy and increasing protectionism in U.S. foreign trade policy. While capital and market conditions have been generally favorable in the last year, the prospect for increased volatility remains.

A shift in the global trading policies by the U.S. and subsequent trade conflict with China has raised concerns about a slowdown of the Chinese economy and the recent trade agreement between the U.S. and China left tariffs in place and many trade issues unresolved. In addition, the recent trade agreement between the U.S. and Japan resulted in tariff reductions on some products but left tariffs on other products in place. While it is not expected that the Company's products would be directly impacted by tariffs, any resulting economic downturn could adversely affect the Company.

Activity by the government of North Korea in 2018 was the subject of increasing focus for a number of other governments, including those of the U.S. and Japan. Although hostile rhetoric decreased in 2019, there is a possibility of renewed hostility between their governments. In addition, in January 2020, hostility between the government of the U.S. and the government of Iran increased, ultimately culminating in a number of missile strikes. Such activity and related geopolitical risk could have a significant impact on financial market conditions across the world. Under certain circumstances, government actions taken in response to these or similar situations could have a material impact on the Company's operations and financial performance, including the indirect impact of potentially severe and prolonged capital market volatility and disruption.

As the Company holds a significant amount of fixed maturity securities issued by borrowers located in many different parts of the world, including a large portion issued by banks and financial institutions, sovereigns, and other corporate borrowers in the U.S. and Europe, its financial results are directly influenced by global financial markets. A retrenchment of the recent strength of the capital markets could adversely affect the Company's financial condition, including its capital position and overall profitability. Market volatility and recessionary pressures could result in significant realized or unrealized losses due to severe price declines driven by increases in interest rates or credit spreads, defaults in payment of principal or interest, or credit rating downgrades.


18



Following the election of Shinzo Abe as Prime Minister of Japan in December 2012, the new administration adopted a new set of financial measures to stimulate the Japanese economy, including imposing negative interest rates on excess bank reserves. In December 2014 and October 2017 snap-elections, the ruling Liberal Democratic Party (LDP) won decisive victories further strengthening Mr. Abe's ability to continue with economic reforms and address key policy challenges. In September 2018, Mr. Abe won reelection to another three-year term as president of the LDP. Most recently, the BoJ signaled to hold its policy rate at zero and to continue yield curve control to maintain a targeted yield on the 10-year JGB. Prime Minister Abe’s election victories may result in the continuation of current monetary policy, but there can be no guarantee that this is the case.

Japan is the largest market for the Company's products, and the Company owns substantial holdings in JGBs. Government actions to stimulate the economy affect the value of the Company's existing holdings, its reinvestment rate on new investments in JGBs or other yen-denominated assets, and consumer behavior relative to the Company's suite of products. The additional government debt from fiscal stimulus actions could adversely impact the Japan sovereign credit profile, which could in turn lead to volatility in Japanese capital and currency markets.

The Company's investment portfolio has sizeable credit positions in many other geographic areas of the world including the Middle East, Latin America, Asia, and other emerging markets. Deterioration in their underlying economies, sovereign credit worthiness, or financial market conditions could negatively impact the Company's financial position.

While the Company has continued to add floating rate investments to its investment portfolio, most of its investment portfolio holdings are income-producing bonds that provide a fixed level of income. Many of the Company's investments were made at the relatively low level of interest rates prevailing over the last decade. Any increase in the market yields of the Company's holdings due to an increase in interest rates could create substantial unrealized losses in the Company's portfolio, as discussed further in a separate risk factor in this section of the Form 10-K.

The Company needs liquidity to pay its operating expenses, dividends on its common stock, interest on its debt, and liabilities. For a further description of the Company's liquidity needs, including maturing indebtedness, see the Liquidity and Capital Resources section of MD&A in this report. In the event the Company's current resources do not meet its needs, the Company may need to seek additional financing. The Company's access to additional funding will depend on a variety of factors such as market conditions, the general availability of credit to the financial services industry and its credit rating.

Should investors become concerned with any of the Company's investment holdings, including the concentration in JGBs, its access to market sources of funding could be negatively impacted. There is a possibility that lenders or debt investors may also become concerned if the Company incurs large investment losses or if the level of the Company's business activity decreases due to a market downturn or there are further adverse economic trends in the U.S. or Japan, specifically, or generally in developed markets. Similarly, the Company's access to funds may be impaired if regulatory authorities or rating agencies take negative actions. See more information on recent rating actions later in this Risk Factors section.

Broad economic factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, indirectly, the amount and profitability of the Company's business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for financial and insurance products could be adversely affected. This adverse effect could be particularly significant for companies such as Aflac that distribute supplemental, discretionary insurance products primarily through the worksite in the event that economic conditions result in a decrease in the number of new hires and total employees. 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 coverage, which could adversely affect the Company's premium revenue, results of operations and financial condition. The Company is unable to predict the course of the global financial markets or the recurrence, duration or severity of disruptions in such markets.

Events, including those external to the Company's operations, could damage the Company's reputation.

The Company has made significant investments in the Aflac brand over a long period of time. Because insurance products are intangible, the Company's ability to compete for and maintain policyholders relies to a large extent on consumer trust in the Company's business, including its alliance partners, sales associates and other distribution partners. The perception of unfavorable business practices or financial weakness with respect to the Company, its alliance partners, sales associates or other distribution partners could create doubt regarding the Company's ability to honor the commitments it has made to its policyholders. Such a perception could also negatively impact the Company’s ability to attract and retain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, and could have a material adverse effect on the Company's sales, results of operations and financial condition. Maintaining the Company's stature as a trustworthy

19



insurer and responsible corporate citizen, which helps support the strength of the 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. For example, negative publicity or allegations of unfavorable business practices or poor governance can be rapidly and widely shared over social or traditional media or other means, and could reduce demand for the Company's insurance products, reduce the Company's ability to recruit and retain employees, or lead to greater regulatory scrutiny of the Company's operations.

Extensive regulation and changes in legislation can impact profitability and growth.

Aflac's insurance subsidiaries are subject to complex laws and regulations that are administered and enforced by a number of governmental authorities, including the FSA and Ministry of Finance (MOF) in Japan, and state insurance regulators, the SEC, the NAIC, the FIO, the U.S. Department of Justice, state attorneys general, the U.S. Commodity Futures Trading Commission, and the U.S. Treasury, including the Internal Revenue Service (IRS), in the U.S., each of which exercises a degree of interpretive latitude. In addition, proposals regarding the global regulation of insurance are under discussion, and changes to corporate form that attend the conversion of Aflac Japan to a subsidiary may introduce new forms of regulation compared to those with which the Company has historically been subject. For example, AAMJ is licensed as a discretionary asset manager under the Japan Financial Instruments and Exchange Act and is subject to rules of the Japan Investment Advisors Association, a self-regulatory organization with mandatory membership for Japan investment managers. Consequently, the Company is subject to the risk that compliance with any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may not result in compliance with another regulator's or enforcement authority's interpretation of the same issue, particularly when compliance is judged in hindsight. There is also a risk that any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may change over time to the Company's detriment. In addition, changes in the overall legal or regulatory environment may, even absent any particular regulator's or enforcement authority's interpretation of an issue changing, cause us to change the Company's views regarding the actions the Company needs to take from a legal or regulatory risk management perspective, thus necessitating changes to the Company's practices that may, in some cases, limit its ability to grow or otherwise negatively impact the profitability of the Company's business.

The primary purpose of insurance company regulatory supervision is the protection of insurance policyholders, rather than investors. The extent of regulation varies, but generally is governed by state statutes in the U.S. and by the FSA and the MOF in Japan. These systems of supervision and regulation cover, among other things:

standards of establishing and setting premium rates and the approval thereof
standards of minimum capital and reserve requirements and solvency margins, including RBC measures
restrictions on, limitations on and required approval of certain transactions between the Company's insurance subsidiaries and their affiliates, including management fee arrangements
restrictions on the nature, quality and concentration of investments
restrictions on the types of terms and conditions that the Company can include in the insurance policies offered by its primary insurance operations
limitations on the amount of dividends that insurance subsidiaries can pay
the existence and licensing status of a company under circumstances where it is not writing new or renewal business
certain required methods of accounting
reserves for unearned premiums, losses and other purposes
assignment of residual market business and potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies
administrative practices requirements
imposition of fines and other sanctions
Regulatory authorities periodically re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, could have a material adverse effect on the Company's financial condition and results of operations. If the Company's subsidiaries fail to meet the minimum capital or operational requirements established by its respective regulators, they could be subject to examination or corrective action, or the Company's financial strength ratings could be downgraded, or both.

Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase the Company's direct and indirect compliance and other expenses of doing business, thus having a material adverse effect on the Company's financial condition and results of operations.


20



The Companyis exposed to foreign currency fluctuations in the yen/dollar exchange rate.

Due to the size of Aflac Japan, where functional currency is the Japanese yen, fluctuations in the rate of exchange between the yen and the U.S. dollar can have a significant effect on the Company's reported financial position and results of operations. Aflac Japan's premiums and approximately half of its investment income are received in yen, and its claims and most expenses are paid in yen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into U.S. dollars for financial reporting purposes. Accordingly, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported financial position and results of operations. In periods when yen weakens, translating yen into U.S. dollars causes fewer U.S. dollars to be reported. When yen strengthens, translating yen into U.S. dollars causes more U.S. dollars to be reported. Any unrealized foreign currency translation adjustments are reported in accumulated other comprehensive income. As a result, yen weakening has the effect of suppressing current year results in relation to the prior year, while yen strengthening has the effect of magnifying current year results in relation to the prior year. In addition, the weakening of the yen relative to the U.S. dollar will generally adversely affect the value of the Company's yen-denominated investments in U.S. dollar terms.

The Company engages in certain foreign currency hedging activities for the purpose of hedging the yen exposure to its net investment in operations in Japan. These hedging activities are limited in scope, and the Company cannot provide assurance that these activities will be effective.

Unhedged U.S. dollar-denominated securities held by Aflac Japan are exposed to foreign exchange fluctuations, which impact SMR. In periods of yen strengthening, the unhedged U.S. dollar-denominated investments will experience unrealized foreign exchange losses, negatively impacting SMR. This impact increases when the size of the unhedged U.S. dollar-denominated portfolio increases, which can occur due to the purchase of additional unhedged U.S. dollar-denominated investments, or through termination or expiration of existing hedges. Unrealized currency gains and losses on unhedged U.S. dollar-denominated securities are monetized (or, in other words, are economically realized) only upon converting the proceeds from the sale, maturity or redemption of these securities to yen, which primarily occurs when yen are needed to satisfy policyholder obligations or other business expenses of Aflac Japan. To mitigate exposure to the foreign exchange risk from U.S. dollar-denominated investments and to reduce SMR volatility, the Company engages in certain currency hedging activities. However, these hedging activities are limited in scope and the Company cannot provide assurance that its hedging strategies will be effective. As a result, periods of unusually volatile currency exchange rates could result in limitations on dividends available to the Parent Company.

As indicated in the MD&A, the Company has determined that the unhedged U.S. dollar-denominated investment portfolio acts as a natural economic currency hedge of a portion of the Company’s investment in Aflac Japan against erosion of economic value. However, the unhedged U.S. dollar-denominated investment portfolio at the same time creates an unmatched foreign currency exposure and subjects Aflac Japan to volatility in regulatory capital and earnings, which may adversely impact Aflac Japan’s ability to pay dividends to the Parent Company. The overall investment strategy in Aflac Japan is guided primarily by the objective of securing the long-term financial strength of Aflac Japan and funding of yen liabilities. As a result, the Company has historically maintained and currently maintains the size of the unhedged portfolio at levels below the economic equity surplus in Aflac Japan. However, there can be no assurance that this strategy will be successful.

Furthermore, for regulatory accounting purposes, there are certain requirements for realizing impairments that could be triggered by changes in the rate of exchange between the yen and U.S. dollar and could negatively impact Aflac Japan's earnings and the corresponding dividends and capital deployment.

Additionally, the Company is exposed to currency risk when yen cash flows are converted into U.S. dollars, resulting in an increase or decrease in the Company's U.S. dollar-denominated cash flows and earnings when exchange gains or losses, respectively, are realized. This primarily occurs when the Company dividends funds from Aflac Japan to the Parent Company, but it also has an impact when cash in the form of yen is converted to U.S. dollars for investment into U.S. dollar-denominated assets. The exchange rates prevailing at the time of dividend payment may differ from the exchange rates prevailing at the time the yen profits were earned. In 2018, the Parent Company began entering into forward contracts to accomplish a dual objective of hedging foreign currency exchange rate risk related to dividend payments by Aflac Japan, and reducing enterprise-wide hedge costs. If the markets experience a significant strengthening of yen, this could cause cash strain at the Parent Company as a result of cash collateral and potentially cash settlement requirements. Based on the timing and severity of exchange rate fluctuations combined with the level of outstanding activity in this program, the cash strain at the Parent Company could be significant. 

For more information regarding unhedged U.S. dollar-denominated securities, see the risk factor below entitled, “Lack of availability of acceptable yen-denominated investments could adversely affect the Company’s results of operations, financial

21



position or liquidity”. For more information regarding foreign currency risk, see the Currency Risk subsection within the Market Risks of Financial Instruments section of MD&A.

Tax rates applicable to the Company may change.

The Company is subject to taxation in Japan, and in the U.S. under federal and numerous state and local tax jurisdictions. In preparing the Company's financial statements, the Company estimates the amount of tax that will become payable, but the Company's effective tax rate may be different than estimates due to numerous factors including accounting for income taxes, the mix of earnings from Japan and the U.S., the results of tax audits, adjustments to the value of uncertain tax positions, changes to estimates and other factors. Further, changes in U.S. or Japan tax laws or interpretations of such laws could increase the Company's corporate taxes and reduce earnings.

In addition, it remains difficult to predict the timing and effect that future tax law changes could have on the Company's earnings both in the U.S. and in foreign jurisdictions. Any of these factors could cause the Company to experience an effective tax rate significantly different from previous periods or the Company's current estimates. If the Company's effective tax rate were to increase, the Company's financial condition and results of operations could be adversely affected.

A decline in the creditworthiness of other financial institutions could adversely affect the Company.

The Company has exposure to and routinely executes transactions with counterparties in the financial services industry, including broker dealers, derivative counterparties, commercial banks and other institutions.

The Company uses derivative instruments to mitigate various risks associated with its investment portfolio, notes payable, and subsidiary dividends. The Company enters into a variety of agreements involving assorted instruments including foreign currency forward contracts; foreign currency options; foreign currency swaps; and interest rate swaps and swaptions. The Company's use of derivatives results in financial exposure to derivative counterparties. If the Company's counterparties fail or refuse to honor their obligations under derivative instruments, the Company's hedges of the risks will be ineffective, and the Company's financial condition and results of operations could be adversely affected.

The Company engages in derivative transactions directly with unaffiliated third parties under International Swaps and Derivatives Association, Inc. (ISDA) agreements and other documentation. Most of the ISDA agreements also include Credit Support Annexes (CSAs) provisions, which generally provide for two-way collateral postings at the first dollar of exposure. The Company mitigates the risk that counterparties to transactions might be unable to fulfill their contractual obligations by monitoring counterparty credit exposure and collateral value while generally requiring that collateral be posted at the outset of the transaction. In addition, a significant portion of the derivative transactions have provisions that give the counterparty the right to terminate the transaction upon a downgrade of Aflac’s financial strength rating. The actual amount of payments that the Company could be required to make, depends on market conditions, the fair value of outstanding affected transactions, and other factors prevailing at and after the time of the downgrade. If the Company is required to post collateral to support derivative contracts and/or pay cash to settle the contracts at maturity, the Company's liquidity could be strained. In addition, the Company's cleared swaps result in counterparty exposure to clearing brokers and central clearinghouses; while this exposure is mitigated in part by clearinghouse and clearing broker capital and regulation, no assurance can be provided that these counterparties will fulfill their obligations. The Company also has exposure to counterparties to securities lending transactions in the event they fail to return loaned securities. The Company is also exposed to the risk that there may be a decline in value of securities posted as collateral for securities lending programs or a decline in value of investments made with cash posted as collateral for such programs.

Further, the Company has agreements with various financial institutions for the distribution of its insurance products. For example, at December 31, 2019, the Company had agreements with 367 banks to market Aflac's products in Japan. Sales through these banks represented 4.3% of Aflac Japan's new annualized premium sales in 2019. Any material adverse effect on these or other financial institutions could also have an adverse effect on the Company's sales.
The Company has entered into significant reinsurance transactions with large, highly rated counterparties. Negative events or developments affecting any one of these counterparties could have an adverse effect on the Company's financial position or results of operations.
All of these risks related to exposure to other financial institutions could adversely impact the Company's consolidated results of operations and financial condition.


22



The determination of the amount of impairments taken on the Company's investments is based on significant valuation judgments and could materially impact its results of operations or financial position.
An investment in a fixed maturity security is impaired if the fair value falls below book value. The Company regularly reviews its entire investment portfolio for declines in value. The majority of the Company's investments are evaluated for other-than-temporary impairment using the Company's debt impairment model.
The Company's debt impairment model includes emphasis on the ultimate collection of the cash flows from its investments. The determination of the amount of impairments under this model is based upon the Company's periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.
For the Company's fixed maturity securities reported in the available-for-sale portfolio, the Company reports the investments at fair value in the statement of financial condition and records any unrealized gain or loss in the value of the asset in accumulated other comprehensive income. For the Company's held-to-maturity securities portfolio, the Company reports the investments at amortized cost. Under the debt impairment model, the determination of whether an impairment in value is other than temporary is based largely on the Company's evaluation of the issuer's creditworthiness. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. The Company also verifies whether it has the intent to sell or if it is more likely than not the Company would be required to sell the security prior to recovery of its amortized cost. If the Company determines it is unlikely to recover the book value of the instrument prior to disposal of the security, the Company will reduce the carrying value of the security to its fair value and recognize any associated impairment loss in the Company's consolidated statement of earnings or other comprehensive income, depending on the nature of the loss.
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's management updates its evaluations regularly as conditions change and as new information becomes available and reflects impairment losses in the Company's income statement when considered necessary. Furthermore, additional impairments may need to be taken in the future. Historical trends may not be indicative of future impairments.

U.S. tax audit risk related to conversion of the Japan branch to a subsidiary could adversely impact the Company's financial position.

The conversion of the Japan branch to a legal subsidiary, which the Company executed in the second quarter of 2018, was a complex, tax-free transaction that is conditioned on the continued validity of a private letter ruling the Company received from the IRS. Notwithstanding the receipt of the private letter ruling, the IRS could determine that the Japan branch conversion should be treated as a taxable transaction. For example, the IRS could conclude that the representations, assumptions and covenants on which the private letter ruling is based are untrue, not accurate, or have not been fulfilled. If the IRS made such a conclusion, the Company could incur significant U.S. federal income tax liabilities or litigation costs to defend the tax-free treatment of the transaction outlined by the private letter ruling. Such liabilities or costs could have a material adverse effect on the Company's business, results of operations and financial condition.

As a holding company, the Parent Company depends on the ability of its subsidiaries to transfer funds to it to meet its debt service and other obligations and to pay dividends on its common stock.
The Parent Company is a holding company and has no direct operations, and its most significant assets are the stock of its subsidiaries. Because the Parent Company conducts its operations through its operating subsidiaries, the Parent Company depends on those entities for dividends and other payments to generate the funds necessary to meet its debt service and other obligations, to pay dividends on and conduct repurchases of its common stock, and to make investments into its subsidiaries or external investment opportunities.
Aflac is domiciled in Nebraska and is subject to insurance regulations that impose certain limitations and restrictions on payments of dividends, management fees, loans and advances by Aflac to the Parent Company. The Nebraska insurance statutes require prior approval for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve

23



service arrangements and other transactions within the affiliated group of companies. After the Japan branch conversion, the Nebraska insurance department and the FSA approved their respective domiciled insurance company service arrangements and transactions. The FSA does not allow dividends or other payments from Aflac Japan unless it meets certain financial criteria as governed by Japanese corporate law. Under these criteria, dividend capacity at the Japan subsidiary will be defined as retained earnings plus other capital reserve less net after-tax net unrealized losses on available-for-sale securities.
The ability of Aflac and Aflac Japan to pay dividends or make other payments to the Parent Company could also be constrained by the Company's dependency on financial strength ratings from independent rating agencies. The Company's ratings from these agencies depend to a large extent on Aflac's capitalization level. Any inability of Aflac to pay dividends or make other payments to the Parent Company could have a material adverse effect on the Company's financial condition and results of operations.
For the foregoing reasons, there is no assurance that the earnings from, or other available assets of, the Parent Company's operating subsidiaries will be sufficient to make distributions to enable the Company to operate.
Any decrease in the Company's financial strength or debt ratings may have an adverse effect on its competitive position and access to liquidity and capital.

Financial strength ratings can play an important role in establishing the competitive position of insurance companies. On an ongoing basis, NRSROs review the financial performance and condition of many insurers, including the Company and its competitors. They may assign multiple ratings including a financial strength rating, reflecting their view of the insurer’s ability to pay claims on a timely basis, and ratings on an insurer’s senior and subordinated debt obligations, indicating their view of an insurer’s ability to make timely payments on their debt obligations.

NRSROs may change their ratings or outlook on an insurer's ratings due to a variety of factors including the NRSRO’s assessment of the insurer’s strength of operations and overall financial condition. Some factors that may influence ratings include competitive position; profitability; cash generation and other sources of liquidity; capital levels; quality of the investment portfolio; and perception of management capabilities. The ratings assigned to the Company by the NRSROs are important factors in the Company's ability to access liquidity and capital from the bank market, debt capital markets or other available sources, such as reinsurance transactions. Downgrades to the Company's credit ratings could give its derivative counterparties the right to require early termination of derivatives transactions or delivery of additional collateral, thereby adversely affecting the Company's liquidity.

In view of the difficulties experienced after the financial crisis by many financial institutions, including those in the insurance industry, the NRSROs have heightened the level of scrutiny that they apply to such institutions. Steps taken by the NRSROs include an increase in the frequency and scope of their reviews, additional information requests from the companies that they rate, including additional information regarding the valuation of investment securities held, and, in certain cases, an increase in the capital and other requirements employed in their models for maintenance of certain rating levels.

On September 16, 2015, S&P downgraded their credit rating of Japan’s sovereign debt. Following this action, they also downgraded several other foreign insurers, including the Company. The Company's significant operations in Japan and corresponding regulation by the Japanese FSA, combined with its significant exposure to JGBs as outlined above, resulted in S&P downgrading the financial strength rating of Aflac's core insurance operations to A+ and the Parent Company's senior debt rating to A-, both with a stable outlook. While S&P made no further downgrades to the Company's ratings between 2016 and 2019, they state that a downgrade of Japan's sovereign rating could lead to a downgrade of the Company's financial strength rating. As a matter of policy, S&P rarely rates insurance companies above the sovereign long-term rating of the country of domicile because during times of stress, the sovereign’s regulatory and supervisory powers may restrict an insurer’s or financial system’s flexibility. Moody’s has also stated that the following factors could lead to a downgrade of the Company’s ratings: a downgrade of the U.S. or Japanese operating entities; or a downgrade of the Government of Japan sovereign debt rating.

In addition to the impact on the Company's access to liquidity, as mentioned above, a downgrade of the Company's ratings could have a material adverse effect on agent recruiting and retention, sales, competitiveness and the marketability of its products which could negatively impact the Company's liquidity, operating results and financial condition. Additionally, sales through the bank channel in Japan could be adversely affected as a result of their reliance and sensitivity to ratings levels.


24



The Company cannot predict what actions rating agencies may take, or what actions the Company may take in response to the actions of rating agencies, which could adversely affect the Company's business. As with other companies in the financial services industry, the Company's ratings could be downgraded at any time and without any notice by any NRSRO.

The Company's risk management policies and procedures may prove to be ineffective and leave the Company exposed to unidentified or unanticipated risk, which could adversely affect the Company's businesses or result in losses.

The Company has developed an enterprise-wide risk management and governance framework to mitigate risk and loss to the Company. The Company maintains policies, procedures and controls intended to identify, measure, monitor, report and analyze the risks to which the Company is exposed.
However, there are inherent limitations to risk management strategies because risk may exist, or emerge in the future, that the Company has not appropriately anticipated or identified. If the Company's risk management framework proves ineffective, the Company may suffer unexpected losses and could be materially adversely affected. As the Company's businesses change and the markets in which it operates evolve, the Company's risk management framework may not evolve at the same pace as those changes. As a result, there is a risk that new products or new business strategies may present risks that are not appropriately identified, monitored or managed. In times of market stress, unanticipated market movements or unanticipated claims experience resulting from greater than expected morbidity, mortality, longevity, or persistency, the effectiveness of the Company's risk management strategies may be limited, resulting in losses to the Company. In addition, under difficult or less liquid market conditions, the Company's risk management strategies may not be effective because other market participants may be using the same or similar strategies to manage risk under the same challenging market conditions. In such circumstances, it may be difficult or more expensive for the Company to mitigate risk due to the activity of such other market participants.
Many of the Company's risk management strategies or techniques are based upon historical customer and market behavior and all such strategies and techniques are based to some degree on management’s subjective judgment. The Company cannot provide assurance that its risk management framework, including the underlying assumptions or strategies, will be accurate and effective.
Management of operational, legal and regulatory risks requires, among other things, policies, procedures and controls to record properly and verify a large number of transactions and events, and these policies, procedures and controls may not be fully effective. Models are utilized by the Company's businesses and corporate areas primarily to project future cash flows associated with pricing products, calculating reserves and valuing assets, as well as in evaluating risk and determining capital requirements, among other uses. These models are utilized under a risk management policy approved by the Company's executive risk management committees, however, the models may not operate properly and rely on assumptions and projections that are inherently uncertain. As the Company's businesses continue to grow and evolve, the number and complexity of models the Company utilizes expands, increasing the Company's exposure to error in the design, implementation or use of models, including the associated input data and assumptions.
Past or future misconduct by the Company's employees or employees of the Company's third parties (suppliers which are cost-based relationships and alliance partners which are revenue-generating relationships) could result in violations of law by the Company, regulatory sanctions and/or serious reputational or financial harm and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. Despite the Company's published Supplier Code of Conduct, due diligence of the Company's alliance partners, and rigorous contracting procedures (including financial, legal, IT security, and risk reviews), there can be no assurance that controls and procedures that the Company employs, which are designed to assess third party viability and prevent the Company from taking excessive or inappropriate risks, will be effective. Additionally, the use of third parties also poses operational risks that could result in financial loss, operational disruption, brand damage, or compliance issues. Inadequate oversight of Aflac’s third party suppliers due to the lack of policies, procedures, training and governance may lead to financial loss or damage to the Aflac brand.
The concentration of the Company's investment portfolios in any particular single-issuer or sector of the economy may have an adverse effect on the Company's financial position or results of operations.
Negative events or developments affecting any particular single issuer, industry, group of related industries, asset class or geographic sector may have an adverse impact on a particular holding or set of holdings, which may increase risk of loss from defaults due to non-payment of interest or principal. The Company seeks to minimize this risk by maintaining an appropriate level of diversification. To the extent the Company has concentrated positions, it could have an adverse effect on the Company's results of operations and financial position. The Company's global investment guidelines establish

25



concentration limits for its investment portfolios.

For details on the concentrations within the Company's investment portfolios, see the Investments section of Item 7, MD&A, and the Credit Risk section of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this Form 10-K.

The valuation of the Company's investments and derivatives includes methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may adversely affect the Company's results of operations or financial condition.
The Company reports a significant amount of its fixed maturity securities and other financial instruments at fair value. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods which are more sophisticated, thereby resulting in values which may be greater or less than the value at which the investments may be ultimately sold. Rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within the Company's consolidated financial statements and the period-to-period changes in value could vary significantly.

Valuations of the Company's derivatives fluctuate with changes in underlying market variables, such as interest rates and foreign currency exchange rates. During periods of market turbulence created by political instability, economic uncertainty, government interventions or other factors, the Company may experience significant changes in the volatility of its derivative valuations. Extreme market conditions can also affect the liquidity of such instruments creating marked differences in transaction levels and counterparty valuations. Depending on the severity and direction of the movements in its derivative valuations, the Company will face increases in the amount of collateral required to be posted with its counterparties. Liquidity stresses to the Company may also occur if the required collateral amounts increase significantly over a very short period of time. Conversely, the Company may be exposed to an increase in counterparty credit risk for short periods of time while calling collateral from its counterparties.

Elimination of LIBOR as an interest rate benchmark may create uncertainty in valuation of loans, derivatives and other assets where valuation and interest rates are based on LIBOR, and may create uncertainty in the pricing of such assets in markets for their sale and disposition.

For further discussion on investment and derivative valuations, see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, and Notes 1, 3, 4, and 5 of the Notes to the Consolidated Financial Statements in this Form 10-K.

The Company depends heavily on key management personnel, and the loss of services of one or more of its key executives could harm the Company's business.

The Company’s success depends to a significant extent upon the efforts and abilities of its key management personnel. The loss of the services of one or more of the Company's senior executives could significantly undermine its management expertise and the Company's business could be adversely affected.

Changes in accounting standards issued by the Financial Accounting Standard Boards (FASB) or other standard-setting bodies may adversely affect the Company's financial statements.
The Company's financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or expanded. Accordingly, from time to time the Company is required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB. The impact of accounting pronouncements that have been issued but not yet implemented and are applicable to the Company is disclosed in Note 1 of the Notes to the Consolidated Financial Statements. The pronouncements expected to have the most significant impact on the Company's financial position or results of operations are outlined below.
In June 2016, the FASB issued Accounting Standard Update (ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The amendments in this update require a financial asset (or a group of financial assets) measured on an amortized cost basis to be presented net of an allowance for current expected credit losses in order to reflect the amount expected to be collected on the financial asset(s). The Company currently estimates the after-tax net impact from the adoption of ASU 2016-13 at a $56 million decrease to retained earnings, which primarily relates to loans and loan receivables. The amendments are effective for fiscal years beginning after December 15, 2019.

26



Additionally, in August 2018 the FASB issued ASU 2018-12, Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts. The amendments in this update will significantly change how insurers account for long-duration contracts. Among the issues addressed in the amendments is the requirement to review and, if there is a change, update cash flow assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly. The Company anticipates that the requirement to review and update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes, and controls, while the requirement to update the discount rate will have a significant impact on the other comprehensive income component of its equity. The amendments are effective for fiscal years beginning after December 15, 2021. See Critical Accounting Estimates section of Item 7. MD&A in this report.

Changes to accounting standards could have a material adverse effect on the Company's results of operations and financial condition. For information on new accounting pronouncements and the impact, if any, on the Company's financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements in this report.
The Company faces risks related to litigation, regulatory investigations and inquiry and other matters.

The Company is a defendant in various lawsuits considered to be in the normal course of business. The final results of any litigation cannot be predicted with certainty, and plaintiffs may seek very large amounts in class actions or other litigation. Although some of this litigation is pending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, the Company believes the outcome of pending litigation will not have a material adverse effect on its financial position, results of operations, or cash flows. However, a substantial legal liability or a significant federal, state or other regulatory action against the Company, as well as regulatory inquiries or investigations, could harm the Company's reputation, result in changes in operations, result in material fines or penalties, result in significant costs due to legal fees, settlements or judgments against the Company, or otherwise have a material adverse effect on the Company's business, financial condition and results of operations. Without limiting the foregoing, the litigation and regulatory matters the Company is, has been, or may become, subject to include matters related to sales agent recruiting, policy sales practices, claim payments and procedures including denial or delay of benefits, material misstatements or omissions in the Company's financial reports or other public statements, and/or corporate governance, corporate culture or business ethics matters. Further, the Company may be subject to claims of or litigation regarding sexual or other forms of misconduct or harassment, or discrimination on the basis of race, color, national origin, religion, gender, or other bases, notwithstanding that the Company's Code of Business Conduct and Ethics prohibits such harassment and discrimination by its employees, the Company has ongoing training programs and provide opportunities to report claims of noncompliant conduct, and it investigates and may take disciplinary action regarding alleged harassment or discrimination. Any violations of or deviation from laws, regulations, internal or external codes or standards of normative behavior, or perceptions of such violations or deviations, by the Company's employees or by independent sales agents could adversely impact the Company's reputation and brand value, financial condition and results of operations.

Allegations or determinations of agent misclassification could adversely affect the Company’s results of operations, financial condition and liquidity.

A majority of the Company's U.S. sales force is, and has historically been, comprised of independent agents. While the Company believes that it has properly classified such agents as independent contractors, the Company may be subject to claims, regulatory action by state or federal departments of labor or tax authorities or litigation asserting that such agents are employees. The laws and regulations governing the classification of workers in the U.S. may be changed or interpreted differently compared to past interpretations, including in states where the Company generates significant sales through independent agents. An allegation or determination that independent agents in the Company’s U.S. sales force have been misclassified as independent contractors could result in changes in the Company’s operations and U.S. business model, result in material fines or penalties, result in significant costs due to legal fees, settlements or judgments against the Company, or otherwise have a material adverse effect on the Company's business, results of operation, financial condition and liquidity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.


27



ITEM 2. PROPERTIES

In the U.S., Aflac owns land and buildings that comprise two primary campuses located in Columbus, Georgia. These campuses include buildings that serve as the Company's worldwide headquarters and house administrative support and information technology functions for U.S. operations. Aflac leases office space in Columbia, South Carolina, which houses the Company's CAIC subsidiary (branded as Aflac Group Insurance). Aflac also leases office space in New York that houses the Company's Global Investment division. Aflac also leases administrative office space throughout the U.S., Puerto Rico and the United Kingdom.
In Tokyo, Japan, Aflac has three primary campuses. The first campus includes a building, owned by Aflac, for the customer call center, the claims department, information technology departments, and training facility. It also includes a leased property, which houses Aflac Japan's policy administration and customer service departments. The second campus comprises leased space, which serves as Aflac Japan's headquarters and houses administrative and investment support functions. The third campus comprises leased space for the information technology departments. Aflac also leases additional office space in Tokyo, along with regional offices located throughout the country.
ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


28



PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information

Aflac Incorporated's common stock is principally traded on the New York Stock Exchange under the symbol AFL. Until the beginning of October 2019, Aflac Incorporated's stock was also listed on the Tokyo Stock Exchange under designator 8686.

Holders

As of February 12, 2020, there were 86,223 holders of record of the Company's common stock.

29



Stock Performance Graph
The following graph compares the five-year performance of the Company's common stock to the Standard & Poor's 500 Index (S&P 500) and the Standard & Poor's Life and Health Insurance Index (S&P Life and Health). The Standard & Poor's Life and Health Insurance Index includes: Aflac Incorporated, Globe Life Inc., Lincoln National Corporation, MetLife Inc., Principal Financial Group Inc., Prudential Financial Inc. and Unum Group.

jpeglinegraph.jpg

Performance Graphic Index
December 31,
 2014
 2015
 2016
 2017
 2018
 2019
Aflac Incorporated100.00
 100.52
 119.73
 154.45
 164.04
 194.48
S&P 500100.00
 101.38
 113.51
 138.29
 132.23
 173.86
S&P Life & Health Insurance100.00
 93.69
 116.98
 136.20
 107.91
 132.92
Copyright© 2020 Standard & Poor’s, a division of S&P Global. All rights reserved.

30



Issuer Purchases of Equity Securities
During the year ended December 31, 2019, the Company repurchased shares of Aflac common stock as follows:
PeriodTotal
Number of
Shares
Purchased
 Average
Price Paid
Per Share
 Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 Maximum    
Number of    
Shares that    
May Yet Be    
Purchased    
Under the    
Plans or    
Programs    
 
January 1 - January 31 4,465,400
   $46.44
   4,465,400
   64,582,487
  
February 1 - February 28 4,170,417
   48.65
   3,624,583
   60,957,904
  
March 1 - March 31 2,162,830
   49.50
   2,147,500
   58,810,404
  
April 1 - April 30 2,177,000
   49.21
   2,177,000
   56,633,404
  
May 1 - May 31 2,813,277
   50.99
   2,812,850
   53,820,554
  
June 1  - June 30 1,964,259
   54.44
   1,952,000
   51,868,554
  
July 1 - July 31 1,360,017
   54.33
   1,360,017
   50,508,537
  
August 1 - August 31 2,491,225
   51.22
   2,483,400
   48,025,137
  
September 1  - September 30 2,111,075
   51.81
   2,103,600
   45,921,537
  
October 1 - October 31 2,476,152
   52.43
   2,476,100
   43,445,437
  
November 1 - November 30 1,938,000
   54.03
   1,938,000
   41,507,437
  
December 1  - December 31 4,456,463
   52.92
   4,453,824
   37,053,613
  
Total 32,586,115
 
(1) 
 $50.82
   31,994,274
   37,053,613
  
(1)During the year ended December 31, 2019, 591,841 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its Board of Directors.

31



ITEM 6.     SELECTED FINANCIAL DATA

Aflac Incorporated and Subsidiaries
Years Ended December 31,
(In millions, except for share and per-share amounts)2019 2018 2017 2016 2015
Revenues:         
Net premiums, principally supplemental
health insurance
$18,780
 $18,677
 $18,531
 $19,225
 $17,570
Net investment income3,578
 3,442
 3,220
 3,278
 3,135
Realized investment gains (losses)(135) (430) (151) (14) 106
Other income84
 69
 67
 70
 61
Total revenues22,307
 21,758
 21,667
 22,559
 20,872
Benefits and expenses:         
Benefits and claims, net11,942
 12,000
 12,181
 12,919
 11,746
Expenses5,920
 5,775
 5,468
 5,573
 5,264
Total benefits and expenses17,862
 17,775
 17,649
 18,492
 17,010
Pretax earnings4,445
 3,983
 4,018
 4,067
 3,862
Income taxes1,141
 1,063
 (586) 1,408
 1,329
Net earnings$3,304
 $2,920
 $4,604
 $2,659
 $2,533
Share and Per-Share Amounts         
Net earnings (basic)$4.45
 $3.79
 $5.81
 $3.23
 $2.94
Net earnings (diluted)4.43
 3.77
 5.77
 3.21
 2.92
Cash dividends paid1.08
 1.04
 .87
 .83
 .79
Cash dividends declared1.08
 1.04
 .87
 .83
 .79
Weighted-average common shares used for basic
EPS (In thousands)
742,414
 769,588
 792,042
 822,942
 861,307
Weighted-average common shares used for diluted
EPS (In thousands)
746,430
 774,650
 797,861
 827,841
 866,344
Supplemental Data         
Yen/dollar exchange rate at year-end (yen)109.56
 111.00
 113.00
 116.49
 120.61
Weighted-average yen/dollar exchange rate (yen)109.07
 110.39
 112.16
 108.70
 120.99



32



Aflac Incorporated and Subsidiaries
December 31,
(In millions)2019 2018 2017 2016 2015
Assets:         
Investments and cash$138,091
 $126,243
 $123,659
 $116,361
 $105,897
Other14,677
 14,163
 13,558
 13,458
 12,359
Total assets$152,768
 $140,406
 $137,217
 $129,819
 $118,256
Liabilities and shareholders’ equity:         
Policy liabilities$106,554
 $103,188
 $99,147
 $93,726
 $87,631
Income taxes5,370
 4,020
 4,745
 5,387
 4,340
Notes payable and lease obligations (1)
6,569
 5,778
 5,289
 5,360
 4,971
Other liabilities5,316
 3,958
 3,438
 4,864
 3,606
Shareholders’ equity28,959
 23,462
 24,598
 20,482
 17,708
Total liabilities and shareholders’ equity$152,768
 $140,406
 $137,217
 $129,819
 $118,256
(1) See Note 1 of the Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 2019 related to leases.
Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.



33



ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Certain statements included in this section constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. The Company’s actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the “Risk Factors” and “Forward-Looking Statements” sections herein.

MD&A OVERVIEW

The following financial review provides a discussion of the Company’s results of operations and financial condition, as well as a summary of the Company’s critical accounting estimates. This section should be read in conjunction with Part I - Item 1. Business and the audited consolidated financial statements and accompanying notes included in Part II - Item 8. Financial Statements and Supplementary Data of this report. This MD&A is divided into the following sections:
Page

The Company elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented in Item 8. Financial Statements and Supplementary Data. Readers should refer to Item 7. 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, 2018, filed on February 25, 2019, for reference to discussion of the year ended December 31, 2017, the earliest of the three years presented. Amounts reported in this MD&A may not add due to rounding.


34



EXECUTIVE SUMMARY

For the full year of 2019, total revenues were up 2.5% to $22.3 billion, compared with $21.8 billion for the full year of 2018. Net earnings were $3.3 billion, or $4.43 per diluted share, compared with $2.9 billion, or $3.77 per diluted share, for the full year of 2018.

Results for 2019 included pretax net realized investment losses of $135 million, compared with net realized investment losses of $430 million in 2018. Net investment losses in 2019 included $31 million of other-than-temporary impairment losses and changes in loan loss reserves; $236 million in net losses from certain derivatives and foreign currency gains or losses; $101 million of net gains on equity securities; and $31 million of net gains from sales and redemptions.

The average yen/dollar exchange rate(1) in 2019 was 109.07, or 1.2% stronger than the rate of 110.39 in 2018.

Adjusted earnings(2) for the full year of 2019 were $3.3 billion, or $4.44 per diluted share, compared with $3.2 billion, or $4.16 per diluted share, in 2018. The stronger yen/dollar exchange rate impacted adjusted earnings per diluted share by $.02.

Total investments and cash at the end of December 2019 were $138.1 billion, compared with $126.2 billion at December 31, 2018. In 2019, Aflac Incorporated repurchased $1.6 billion, or 32.0 million of its common shares. At the end of December, the Company had 37.1 million remaining shares authorized for repurchase.

Shareholders’ equity was $29.0 billion, or $39.84 per share, at December 31, 2019, compared with $23.5 billion, or $31.06 per share, at December 31, 2018. Shareholders’ equity at December 31, 2019 included a net unrealized gain on investment securities and derivatives of $8.5 billion, compared with a net unrealized gain of $4.2 billion at December 31, 2018. Shareholders’ equity at December 31, 2019 also included an unrealized foreign currency translation lossof $1.6 billion, compared with an unrealized foreign currency translation loss of $1.8 billion at December 31, 2018. The annualized return on average shareholders’ equity in 2019 was 12.6%.

Shareholders’ equity excluding accumulated other comprehensive income (AOCI)(2) (adjusted book value) was $22.3 billion, or $30.74 per share at December 31, 2019, compared with $21.3 billion, or $28.22 per share, at December 31, 2018. The annualized adjusted return on equity excluding foreign currencyimpact(2) in 2019 was 15.1%.

INDUSTRY TRENDS

The Company is impacted by financial markets, economic conditions, regulatory oversight and a variety of trends that affect the industries where it competes.

Financial and Economic Environment

The Company’s business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio and its insurance liabilities and derivatives are sensitive to changing market factors. See Item 1A. Risk Factors for the risk factor entitled, "Difficult conditions in global capital markets and the economy could have a material adverse effect on the Company's investments, capital position, revenue, profitability, and liquidity and harm the Company's business."

Demographics

Japan Business - With Japan’s aging population and the rise in healthcare costs, supplemental health care insurance products remain attractive. However, due to the aging population and decline in birthrate, new opportunities for customer demographics are not as readily available. Japan’s existing customers and potential customers seek products that are easily understood, cost-effective and can be accessed through technology-enabled devices.






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

35



U.S. Business - Customer demographics continue to evolve and new opportunities present themselves in different customer segments such as the millennial and multicultural markets. Customer expectations and preferences are changing. Trends indicate existing customers and potential customers seek cost-effective solutions that are easily understood and can be accessed through technology-enabled devices. Additionally, income protection and the health needs of retiring baby boomers are continuing to shape the insurance industry.

Regulatory Environment

See Item 1. Business - Aflac U.S. Regulation and Aflac Japan Regulation for a discussion of regulatory developments that may impact the Company and the associated risks.

Competitive Environment

See Item 1. Business - Aflac U.S. Competition and Aflac Japan Competition for a discussion of the competitive environment and the basis on which the Company competes in each of its segments.

2020 OUTLOOK

The Company’s strategy to drive long-term shareholder value is to pursue growth through product development, distribution expansion and digital advancements to improve the customer experience.

The Company's objectives in 2020 are to maintain strong pre-tax margins in its Aflac Japan and Aflac U.S. segments through disciplined product pricing, stable investment returns and leveraging a period of favorable benefit ratios to invest in its platform for future growth and efficiency. The Company believes that its market-leading position, powerful brand recognition and diverse distribution in Japan and the U.S. will provide support toward these objectives.

The Company believes that its efforts will support its prudent strategies for capital deployment in the form of dividends, share repurchases, and opportunistic investments that enhance the Company’s business with a focus on digital distribution and leveraging the Company’s brand, distribution and scale. The Company has stated that the dividend payout ratio from its Aflac Japan segment is likely to be to 100% of FSA earnings from Aflac Japan and 100% of U.S. statutory earnings from Aflac U.S. In its Aflac U.S. segment, the Company plans to maintain a risk-based capital (RBC) ratio in the 500% range for 2020.

Aflac Japan Segment
In Japan, the Company anticipates that the shift in earned premium 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 also expects this shift in business mix, plus continued investment in IT and digital advancements, to result in moderately higher expense ratios for Aflac Japan. The Company anticipates the Japan segment will face revenue challenges in 2020 due to the run-off and paid-up status of first sector savings and third sector products. The Company expects a decline in the range of .7% in third sector and first sector protection earned premium for 2020. In addition, net investment income is expected to decline modestly as compared to 2019, due in part to the low interest rate environment in Japan and de-risking of the portfolio, partially offset by lower hedge cost as a result of a reduction in the hedge ratio in the fourth quarter of 2019.

Aflac U.S. Segment
The Company expects the profit margins for the Aflac U.S. segment to remain strong, providing a prudent opportunity to reinvest profits back into the U.S. business. The Company anticipates that in 2020, benefit ratios in the U.S. will remain stable and that expense ratios will continue to be elevated in light of investments into U.S. platforms in both the individual and group channels. The Company expects Aflac U.S. to generate earned premium growth in the range of 1% in 2020. Net investment income is expected to decline modestly, primarily as the result of the Company’s implemented U.S. capital and RBC draw-down plan.

Corporate and Other Segment
The Company expects corporate segment results to benefit from net investment income driven by increased capital and liquidity held at the Parent Company, as well as the increase in size of the Company’s enterprise currency hedging strategy. The anticipated increase in investment income is expected to be partially offset by increased costs associated with continued investment in Aflac Corporate Ventures initiatives.

36




For important disclosures applicable to statements made in this 2020 Outlook, please see the Risk Factors section and the statement on Forward-Looking Information at the beginning of Item 1. Business, the Risk Factors identified in Item 1A. and Item 7. Management Discussion and Analysis.

RESULTS OF OPERATIONS

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

Yen–denominated income statement accounts are translated to U.S. dollars using a weighted average Japanese yen/U.S. dollar foreign exchange rate, except realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen–denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.

The following discussion includes references to the Company's performance measures, adjusted earnings, adjusted earnings per diluted share, and amortized hedge costs/income, which are not calculated in accordance with U.S. GAAP (non-U.S. GAAP). These measures exclude items that the Company believes may obscure the underlying fundamentals and trends in the Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with its insurance operations. The Company's management uses adjusted earnings and adjusted earnings per diluted share to evaluate the financial performance of its insurance operations on a consolidated basis, and the Company believes that a presentation of these measures is vitally important to an understanding of its underlying profitability drivers and trends of its insurance business. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.

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

Adjusted earnings are the profits derived from operations.The most comparable U.S. GAAP measure is net earnings. Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect the Company's underlying business performance.

Adjusted earnings per share (basic or diluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.

Amortized hedge costs/income represent costs/income incurred or recognized in using foreign currency forward
contracts to hedge certain foreign exchange risks in the Company's Japan segment (costs) or in the Corporate and Other segment (income). These amortized hedge costs/income are derived from the difference between the foreign currency spot rate at time of trade inception and the contractual foreign currency forward rate, recognized on a straight line basis over the term of the hedge. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income.

Adjusted earnings and adjusted earnings per diluted share excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior year period, which eliminates fluctuations driven solely by yen-to-dollar currency rate changes.


37



Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the average dollar/yen exchange rate for the comparable prior year period.

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

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding the impact of the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings, divided by average shareholders’ equity, excluding AOCI. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

The following table is a reconciliation of items impacting adjusted earnings and adjusted earnings per diluted share to the most directly comparable U.S. GAAP measures of net earnings and net earnings per diluted share, respectively, for the years ended December 31.
Reconciliation of Net Earnings to Adjusted Earnings(1)
 In Millions Per Diluted Share
 2019 2018 2019 2018
Net earnings$3,304
 $2,920
 $4.43
 $3.77
Items impacting net earnings:       
Realized investment (gains) losses (2),(3),(4),(5)
15
 297
 .02
 .38
Other and non-recurring (income) loss1
 75
 .00
 .10
Income tax (benefit) expense on items
excluded from adjusted earnings
(3) (83) .00
 (.11)
Tax reform adjustment (6)
(4) 18
 (.01) .02
Adjusted earnings3,314
 3,226
 4.44
 4.16
Current period foreign currency impact (7)
(15) N/A
 (.02) N/A
Adjusted earnings excluding current period
foreign currency impact
$3,299
 $3,226
 $4.42
 $4.16
(1) Amounts may not foot due to rounding.
(2) Amortized hedge costs of $257 in 2019 and $236 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as a decrease to net investment income. See "Hedge Costs/Income" discussion below for further information.
(3)Amortized hedge income of $89 in 2019 and $36 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as an increase to net investment income. See "Hedge Costs/Income" discussion below for further information.
(4) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount for 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(5) A gain of $66 in 2019 and $67 in 2018, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of interest expense.
(6) The impact of Tax Reform was adjusted in 2018 for return-to-provision adjustments, various amended returns filed by the company, and final true-ups of deferred tax liabilities. Further impacts were recorded in 2019 a result of additional guidance released by the IRS.
(7) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.

Reconciling Items

Realized Investment Gains and Losses

The Company's investment strategy is to invest primarily in fixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. The Company does not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The realization of investment gains and losses is independent of the underwriting and administration of the Company's insurance products. Realized investment gains and

38



losses include securities transactions, impairments, changes in loan loss reserves, derivative and foreign currency activities and changes in fair value of equity securities.
Securities Transactions, Impairments, and Gains (Losses) on Equity Securities

Securities transactions include gains and losses from sales and redemptions of investments where the amount received is different from the amortized cost of the investment. Impairments include other-than-temporary-impairment losses on investment securities as well as changes in loan loss reserves for loan receivables. Starting in the first quarter of 2018, gains and losses from changes in fair value of equity securities are recorded in earnings.
Certain Derivative and Foreign Currency Gains (Losses)

The Company's derivative activities include foreign currency forwards and options on certain fixed maturity securities; foreign currency forwards and options that economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long-term exposure to a weakening yen; foreign currency swaps associated with certain senior notes and subordinated debentures; foreign currency swaps and credit defaults swaps held in consolidated variable interest entities (VIEs); interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments; and interest rate swaptions to hedge changes in the fair value associated with interest rate changes for certain dollar-denominated available-for-sale securities. Gains and losses are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. The Company also excludes the accounting impacts of remeasurement associated with changes in the yen/dollar exchange rate from adjusted earnings. Amortized hedge costs/ income related to certain foreign currency exposure management strategies (see Amortized Hedge Cost/Income section below), and net interest cash flows from derivatives associated with certain investment strategies and notes payable are reclassified from realized investment gains (losses) and included in adjusted earnings.

Amortized hedge costs/income can fluctuate based upon many factors, including the derivative notional amount, the length of time of the derivative contract, changes in both U.S. and Japan interest rates, and supply and demand for dollar funding. Amortized hedge costs and income have fluctuated in recent periods due to changes in the previously mentioned factors. For additional information regarding foreign currency hedging, refer to Hedging Activities in the Investments section of this MD&A.

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

Other and Non-recurring Items

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

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

Nonrecurring items also include conversion costs related to legally converting the Company's Japan business to a subsidiary; these costs primarily consist of expenditures for legal, accounting, consulting, integration of systems and processes and other similar services. These Japan branch conversion costs were an immaterial amount for the year-ended December 31, 2019 and $75 million for the year-ended December 31, 2018.

Income Taxes

The Company's combined U.S. and Japanese effective income tax rate on pretax earnings was 25.7% in 2019 and 26.7% in 2018. The decrease in the U.S. federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 drove the reduction in the effective tax rate for 2019 and 2018. Total income taxes were $1.1 billion in both 2019 and 2018. Japanese income taxes on Aflac Japan's results account for most of the Company's consolidated income tax expense.

39



For further information, see "Critical Accounting Estimates - Income Taxes" in this MD&A, and Note 10 of the Notes to the Consolidated Financial Statements for additional information.

Foreign Currency TranslationDistribution Channels

Traditional Sales ChannelThis distribution channel includes individual agencies, independent corporate agencies and affiliated corporate agencies. Aflac Japan was represented by more than 9,000 sales agencies at the end of 2019, with more than 109,000 licensed sales associates employed by those agencies, including individual agencies.

BanksConsumers in Japan rely on banks to provide not only traditional bank services, but also as one key source to provide insurance solutions and other services. By the end of 2019, Aflac Japan had agreements with approximately 90% of the total number of banks in Japan to sell its products.

Dai-ichi LifeAflac Japan's alliance with Dai-ichi Life was launched in 2001, and approximately 40,000 Dai-ichi Life representatives offer Aflac's cancer products.

Japan Post GroupAflac Japan's alliance with Japan Post Group was launched in 2008. After the alliance strengthened in 2013, the number of postal outlets of Japan Post Co. Ltd. (JPC) selling Aflac Japan's cancer product increased to more than 20,000 since 2015. Japan Post Insurance Co., Ltd. (JPI) offers Aflac Japan cancer products through its 76 directly managed sales offices. In 2018, the Company’ entered a strategic alliance with Japan Post Holdings Co., Ltd. (Japan Post Holdings), the parent company of Japan Post Co. Ltd (JPC) and Japan Post Insurance Co., Ltd. (JPI). See the "Aflac Japan Segment" subsection of MD&A for more about this alliance.

Daido LifeIn 2013, Aflac Japan and Daido Life Insurance entered into an agreement for Daido to sell Aflac Japan's cancer insurance products specifically to the Hojinkai market, which is an association of small businesses. Currently, Daido also sells Aflac Japan's cancer insurance products to the market in the tax payment association, which is a not-for-profit association for small businesses to support tax related matters.

Competition

The Company competes with other insurance carriers through policyholder service, price, product design and sales efforts, as the number of insurance companies offering stand-alone cancer and medical insurance has more than doubled since the deregulation of the Japan market in 2001. However, based on Aflac Japan's growth of annualized premiums in force and diversified distribution network, the Company does not believe that Aflac Japan's market-leading position has been significantly impacted by increased competition. Furthermore, the Company believes the continued development and maintenance of operating efficiencies will allow Aflac Japan to offer affordable products that appeal to consumers. The Company believes Aflac Japan will remain a leading provider of 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.

Regulation

Financial Services Agency (FSA) The financial and business affairs of Aflac Japan are subject to examination by Japan's FSA. Aflac Japan files annual reports and financial statements for the Japanese insurance operations based on a March 31 fiscal year end, prepared in accordance with Japanese regulatory accounting practices prescribed or permitted by the FSA. Japanese regulatory basis earnings are determined using accounting principles that differ materially from U.S. generally

4





accepted accounting principles (U.S. GAAP). Capital and surplus of Aflac Japan, based on Japanese regulatory accounting practices, was $7.8 billion at December 31, 2019, compared with $6.4 billion at December 31, 2018. Two FSA regulations applicable to Aflac Japan are outlined below.

Privacy and Cybersecurity
With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the Act on the Protection of Personal Information (APPI) and guidelines issued by FSA and other governmental authorities. The FSA updated its guidelines regarding cybersecurity in October 2018.

FSA Solvency Standard
The FSA maintains a solvency standard, the solvency margin ratio (SMR), which is used by Japanese regulators to monitor the financial strength of insurance companies. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. Aflac Japan's SMR is sensitive to interest rate, credit spread and foreign exchange rate changes. See the Liquidity and Capital Resources section of the MD&A for a discussion of measures the Company has taken to mitigate the sensitivity of Aflac Japan's SMR.

Japan Company LawAs abranch of Aflac prior to April 1, 2018, Aflac Japan repatriated a portion of its accumulated earnings, as determined on a Japanese regulatory accounting basis, to Aflac U.S. provided that Aflac Japan had determined that it adequately protected policyholders' interests as measured by its SMR. After the conversion of Aflac Japan to a subsidiary structure on April 1, 2018 and starting in the fourth quarter of 2018, Aflac Japan distributes dividends to the Parent Company. Such dividends are subject to permitted dividend capacity under the Japan Company Law.

Policyholder ProtectionThe Japanese insurance industry has a policyholder protection corporation that provides funds for the policyholders of insolvent insurers. For additional information, see the policyholder protection section of the MD&A.

For additional information regarding Aflac Japan's operations and regulations, see the "Aflac Japan Segment" subsection of MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.

AFLAC U.S.

The Company designs its U.S. insurance products to provide supplemental coverage for people who already have major medical or primary insurance coverage, as Aflac U.S. insurance policies pay benefits regardless of other insurance. Aflac U.S. products are distributed in the individual and group supplemental insurance markets. Aflac's individual policies are portable, meaning that individuals may retain their full insurance coverage upon separation from employment or affiliation with a group, generally at the same premium. Individual policies are typically guaranteed-renewable for the lifetime of the policyholder (to age 75 for short-term disability policies).

Insurance Products
Cancer
Critical Illness
Vision
Accident
Hospital Indemnity
Life (Term and Whole)
Short-Term Disability
Dental

Cancer InsuranceAflac U.S.'s cancer insurance products provide a lump-sum benefit upon initial diagnosis of cancer and subsequent benefits for treatment received due to cancer. Aflac U.S. offers cancer insurance on an individual basis.

Accident InsuranceAflac U.S. offers accident coverage on both an individual and group basis. These policies pay cash benefits in the event of a covered injury. The accident portion of the policy includes lump-sum benefits for accidental death, dismemberment and specific injuries as well as fixed benefits for hospital confinement. Additional benefits are also available for home modifications, wellness and increased benefits for injuries related to participations in an organized sporting activity.

Short-Term Disability InsuranceAflac U.S. offers short-term disability benefits on both an individual and group basis. 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.

Critical Illness InsuranceAflac U.S. offers coverage for critical illness plans on both an individual and group basis. These policies are designed to pay cash benefits in the event of critical illnesses such as heart attack, stroke or cancer.


5





Hospital Indemnity InsuranceAflac U.S. offers hospital indemnity coverage on both an individual and group basis. Hospital indemnity products provide policyholders fixed dollar benefits triggered by hospitalization due to accident or sickness. Indemnity benefits for inpatient and outpatient surgeries, as well as various other diagnostic events, are also available. 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.

Dental and Vision Insurance Aflac U.S. now offers network dental and vision products on a group basis. Aflac U.S. offers fixed-benefit dental coverage on both an individual and group basis. Aflac U.S. offers Vision NowSM, an individually issued policy which provides benefits for serious eye health conditions and loss of sight as well as coverage for corrective eye materials and exam benefits.

Life (Term and Whole)Aflac U.S. offers term- and whole-life policies on both an individual and group basis.

Distribution Channels

Independent Associates/Career AgentsThe career agent channel in Aflac U.S. focuses on marketing Aflac to the small business market, defined as employers of between three and 99 employees. Sales associates in the U.S. are independent contractors and are paid commissions and other variable compensation based on first-year and renewal premiums from their sales of insurance products.

BrokersThe broker channel of Aflac U.S. focuses on selling to the mid- and large-case market, which is comprised of employers with 100 or more employees and typically an average size of 1,000 employees or more. 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.

Aflac U.S. concentrates on marketing its insurance products at the worksite. This method offers policies to individuals through employment, trade and other associations. Aflac U.S. believes that worksite marketing enables sales associates and brokers to reach a greater number of prospective policyholders and lowers distribution costs, compared with individually marketed business. Aflac U.S. is also expanding its distribution strategy to reach consumers outside of the traditional worksite through digital lead generation.

Competition

Aflac U.S. competes against several supplemental insurance carriers on a national and regional basis. Aflac U.S. believes its policies, premium rates, platforms, value-added services and sales commissions are competitive by product type. Moreover, Aflac U.S. believes that its products are distinct from competitive offerings given its product focus (including features, benefits and claims service model), distribution capabilities and brand awareness. 

Since Aflac products provide an additional level of financial protection for policyholders, the Company believes the increased financial exposure some employees may face creates a favorable opportunity for Aflac U.S. products. However, given the profitability erosion some major medical carriers are facing in their core lines of business, the Company has seen a more competitive landscape as these carriers seek entry into Aflac's supplemental product segments and leverage their core benefit offerings by bundling and discounting products in order to gain market share.

One Day PaySM is a claims initiative that Aflac U.S. has focused on to process, approve and pay eligible claims in just one day. The Company believes that this claims practice enhances the Aflac U.S. brand reputation and the trust policyholders have in Aflac, and it helps Aflac stand out from competitors.

Regulation

Insurance RegulationThe Parent Company and its U.S. insurance subsidiaries, Aflac, CAIC, TOIC (Nebraska-domiciled insurance companies) and Aflac New York (a New York-domiciled insurance company) are subject to state regulations in the U.S. as an insurance holding company system. Such regulations generally provide that transactions between companies within the holding company system must be fair and equitable. In addition, transfers of assets among such affiliated companies, certain dividend payments from insurance subsidiaries and certain transactions between companies within the system, including management fees, loans and advances are subject to prior notice to, or approval by, state regulatory authorities. These laws generally require, among other things, the insurance holding company and each insurance company directly owned by the holding company to register with the insurance departments of their respective domiciliary states and to furnish annually financial and other information about the operations of companies within the holding company system.


6





Like all U.S. insurance companies, Aflac, Aflac New York, CAIC and TOIC are subject to regulation and supervision in the jurisdictions in which they do business. In general, the insurance laws of the various jurisdictions establish supervisory agencies with broad administrative powers relating to, among other things:

granting and revoking licenses to transact business
regulating trade and claims practices
licensing of insurance agents and brokers
approval of policy forms and premium rates
standards of solvency and maintenance of specified policy benefit reserves and minimum loss ratio requirements
capital requirements
limitations on dividends to shareholders
the nature of and limitations on investments
deposits of securities for the benefit of policyholders
filing of financial statements prepared in accordance with statutory insurance accounting practices prescribed or permitted by regulatory authorities
periodic examinations of the market conduct, financial, and other affairs of insurance companies

The insurance laws of Nebraska that govern Aflac's activities provide that the acquisition or change of “control” of a domestic insurer or of any person that controls a domestic insurer cannot be consummated without the prior approval of the Nebraska Department of Insurance (NDOI). A person seeking to acquire control, directly or indirectly, of a domestic insurance company or of any person controlling a domestic insurance company (in the case of Aflac, CAIC and TOIC, the Parent Company) must generally file with the NDOI an application for change of control containing certain information required by statute and published regulations and provide a copy to Aflac. In Nebraska, control is generally presumed to exist if any person, directly or indirectly, acquires 10% or more of an insurance company or of any other person or entity controlling the insurance company. The 10% presumption is not conclusive and control may be found to exist at less than 10%. Similar laws apply in New York, the domiciliary jurisdiction of Aflac's New York insurance subsidiary.

State insurance departments conduct periodic examinations of the books and records, financial reporting, policy filings and market conduct of insurance companies domiciled in their states, generally once every three to five years. Examinations are generally carried out in cooperation with the insurance departments of other states under guidelines promulgated by the National Association of Insurance Commissioners (NAIC). In 2016, full-scope, risk-focused financial examinations were conducted by the NDOI, New York Department of Financial Services (NYDFS), and the South Carolina Department of Insurance (SCDOI) on their state domiciled insurance entities Aflac, Aflac New York, and CAIC, respectively. There were no material findings contained in the final exam reports. CAIC redomiciled to Nebraska as of December 2016 and TOIC redomiciled to Nebraska effective March 11, 2019. The NDOI and NYDFS are scheduled to conduct a full-scope comprehensive financial examination covering years 2016-2019 in 2020.

NAIC Risk-Based CapitalThe NAIC continually reviews regulatory matters, such as risk-based capital (RBC) modernization, group capital calculations, liquidity risk assessment and principle-based reserving. The NAIC has adopted a valuation manual containing a principle-based approach to calculation of life insurance reserves. The valuation manual became effective January 1, 2017. There is a three-year transition period, beginning January 1, 2017, during which companies can choose on a product by product basis to implement principle-based reserving for new business. The Company anticipates that the adoption of this manual will not cause a material impact on the statutory reserves of Aflac, Aflac New York, CAIC or TOIC. The NAIC uses an RBC formula relating to insurance risk, business risk, asset risk and interest rate risk to facilitate identification by insurance regulators of inadequately capitalized insurance companies based upon the types and mix of risk inherent in the insurer's operations. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of a company's regulatory total adjusted capital to its authorized control level RBC as defined by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The levels are company action, regulatory action, authorized control, and mandatory control. As of December 31, 2019, based on year-end statutory accounting results, Aflac's company action level RBC ratio was 539%. The 2018 RBC as filed is lower than Aflac U.S. stand-alone RBC due to the inclusion of Aflac Japan for the first quarter of 2018. The RBC charge reflects the business risk without any total adjusted capital (TAC). Aflac's NAIC RBC ratio remains high and reflects a very strong capital and surplus position.

Guaranty Association and Similar ArrangementsUnder state insurance guaranty association laws and similar laws in international jurisdictions, the Company is subject to assessments, based on the share of business the Company writes in the relevant jurisdiction, for certain obligations of insolvent insurance companies to policyholders and claimants. In the U.S., some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company's policy is to accrue assessments when the entity for which the insolvency relates has met its state of domicile's statutory

7





definition of insolvency, the amount of the loss is reasonably estimable and the related premium upon which the assessment is based is written. In most states, the definition is met with a declaration of financial insolvency by a court of competent jurisdiction.

Federal InitiativesFederal legislation and administrative policies in several areas, including health care reform legislation, financial services reform legislation, securities regulation, pension regulation, privacy, tort reform legislation and taxation, can significantly and adversely affect insurance companies. Federal regulations applicable to Aflac U.S. are outlined below.

Affordable Care Act (ACA)
The ACA, federal health care reform legislation, gave the U.S. federal government direct regulatory authority over the business of health insurance. The reform included major changes to the U.S. health care insurance marketplace. The ACA, as enacted, does not require material changes in the design of the Company's insurance products. However, indirect consequences of the legislation and regulations could present challenges that could potentially have an impact on the Company's sales model, financial condition and results of operations. The U.S. Congress has considered and may continue to consider legislation that would repeal and replace key provisions of the ACA. There can be no assurance that any legislation affecting the ACA will be passed by Congress, nor as to the ultimate timing or provisions of any such legislation, nor as to the effect of any such legislation on the design or marketability of the Company's insurance products. Further, certain provisions of the ACA have been and may continue to be subject to challenge through litigation, the ultimate effects of which on the ACA are uncertain.

Dodd-Frank Act
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) and regulations issued thereunder, in particular rules to require central clearing for certain types of derivatives, may have an impact on the Company's derivative activity, including activity on behalf of Aflac Japan. In addition, in 2015 and 2016, six U.S. financial regulators, including the U.S. Commodity Futures Trading Commission (CFTC), issued final rules regarding the exchange of initial margin (IM) and variation margin (VM) for uncleared swaps that impose greater obligations on swap dealers regarding uncleared swaps with certain counterparties, such as the Company. The requirements of such rules with respect to IM are currently being phased in and will be fully implemented by September 1, 2020, although an extension to September 1, 2021 is expected for covered entities with an aggregate average notional amount below $50 billion. The margin requirements are expected to result in more stringent collateral requirements and to affect other aspects of the Company's derivative activity.

The Dodd-Frank Act also established a Federal Insurance Office (FIO) under the U.S. Treasury Department to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance. Traditionally, U.S. insurance companies have been regulated primarily by state insurance departments. The FIO does not directly regulate the insurance industry, but under Dodd-Frank it has the power to preempt state insurance regulations that are inconsistent with international agreements reached by the federal government, subject to certain requirements and restrictions. The FIO and certain federal agencies must achieve consensus positions with the state insurance regulators when taking positions on insurance proposals by certain international forums. The President and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act, some of which have been implemented. The Company cannot predict with any degree of certainty what impact, if any, such proposals might have on Aflac's business, financial condition, or results of operations.

Privacy and Cybersecurity
The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal Gramm-Leach-Bliley Act of 1999 (GLBA) and in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). For example, the California Consumer Privacy Act became effective January 1, 2020 and requires businesses to provide California consumers rights to access, delete, and restrict certain uses of their personal information. Under the law, the California Attorney General may not bring an enforcement action prior to July 1, 2020. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations).

Cybersecurity also continues to be an area of evolving focus for U.S. legislation and regulatory activity. In March 2017, new cybersecurity regulation issued by the NYDFS went into effect that requires covered entities, including Aflac New York, to maintain an information security program meeting certain security, data disposal, audit, activity

8





monitoring, and data encryption requirements. In October 2017, the NAIC adopted an Insurance Data Security Model Law that may be adopted in whole or in part by U.S. states in which the Company’s subsidiaries are licensed. Other states have adopted and, the Company expects, will continue to pass legislation and issue regulations related to cybersecurity. The Company anticipates, assesses and if necessary modifies its information security program to accommodate such changes.

For further information concerning Aflac U.S. operations, see the "Aflac U.S. Segment" subsection of the MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.

CORPORATE AND OTHER

The Company's other operations include the Parent Company, asset management subsidiaries, results of reinsurance retrocession activities and a printing subsidiary. For additional information on the Company's other operations, see the "Corporate and Other" subsection of the MD&A and Note 8 in the Notes to the Consolidated Financial Statements.
EMPLOYEES

As of December 31, 2019, Aflac Japan had 6,178 employees, Aflac U.S. had 4,799 employees, and the Company's other operations had 752 employees.

9





Information about the Company's Executive Officers
NAME
PRINCIPAL OCCUPATION(1)
AGE
Daniel P. AmosChairman, Aflac Incorporated and Aflac, since 2001; Chief Executive Officer, Aflac Incorporated and Aflac, since 1990; President, Aflac, since 2017; President, Aflac Incorporated, from 2018 until 202068
Koji AriyoshiExecutive Vice President, Director of Sales and Marketing, Aflac Japan, since 201266
Steven K. BeaverSenior Vice President, Chief Financial Officer, Aflac U.S., since 2019; Senior Vice President, Financial Planning and Analysis, Aflac Incorporated, from 2018 until 2019; Senior Vice President, Global Strategic Projects, Corporate Financial Planning and Analysis, Aflac Incorporated, from 2017 until 2018; Vice President, Deputy Chief Accounting Officer, Tax Department, Aflac Incorporated, from 2015 until 2016; Vice President, Corporate Tax, Aflac Incorporated, from 2012 until 201455
Max K. BrodenExecutive Vice President, Chief Financial Officer, Aflac Incorporated, since 2020; Senior Vice President and Treasurer, Aflac Incorporated, from 2017 until 2020; Senior Portfolio Manager, Norges Bank, from 2007 until 201741
Frederick J. CrawfordPresident and Chief Operating Officer, Aflac Incorporated, since 2020; Executive Vice President, Chief Financial Officer, Aflac Incorporated, from 2015 until 2020; Executive Vice President, Chief Financial Officer, CNO Financial Group, from 2012 until 201556
J. Todd DanielsExecutive Vice President, Chief Financial Officer, Aflac Japan, since 2018; Executive Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, from 2016 until 2018; Senior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac, from 2015 until 2016; Senior Vice President, Deputy Corporate Actuary and Global Chief Risk Officer, Aflac, from 2014 until 2015; Senior Vice President, Deputy Corporate Actuary, Aflac, from 2012 until 201449
June HowardChief Accounting Officer, Aflac Incorporated and Aflac, since 2010; Senior Vice President, Financial Services, Aflac Incorporated and Aflac, since 2010; Treasurer, Aflac, from 2011 until 201553
Eric M. KirschExecutive Vice President, Global Chief Investment Officer, Aflac, since 2012; President, Aflac Asset Management LLC, since 201759
Masatoshi KoidePresident and Chief Operating Officer, Aflac Japan since 2017; Deputy President, Aflac Japan from 2016 until 2017; Executive Vice President, Aflac Japan from 2015 until 2016; First Senior Vice President, Aflac Japan, from 2013 until 201559
Charles D. Lake, IIPresident, Aflac International, since 2014; Chairman, Aflac Japan, since 200858
Albert A. RiggieriSenior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, since 2018; Senior Vice President, Corporate Actuary, Aflac, from 2016 until 2018; Group Chief Actuary, Unum Group, until 201664
Audrey B. TillmanExecutive Vice President, General Counsel, Aflac Incorporated and Aflac, since 2014; Executive Vice President, Corporate Services, Aflac Incorporated, from 2008 until 201455
Teresa L. WhitePresident, Aflac U.S., since 201453
Richard L. Williams Jr.Executive Vice President and Chief Distribution Officer, Aflac since 2017; Senior Vice President and General Manager, Stop Loss, Unum, U.S. in 2017; Senior Vice President, Growth Markets, Colonial Life and Accident Insurance Company from 2013 until 201748
(1)Unless specifically noted, the respective executive officer has held the occupation(s) set forth in the table for at least the last five years. Each executive officer is appointed annually by the board of directors and serves until his or her successor is chosen and qualified, or until his or her death, resignation or removal.

10



ITEM 1A. RISK FACTORS
The Company faces a wide range of risks, and its continued success depends on its ability to identify, prioritize and appropriately manage enterprise risk exposures. Readers should carefully consider each of the following risks and all of the other information set forth in this Form 10-K. These risks and other factors may affect forward-looking statements, including those in this document or made by the Company elsewhere, such as in earnings release webcasts, investor conference presentations or press releases. The risks and uncertainties described herein may not be the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect its business. If any of the following risks and uncertainties develops into actual events, there could be a material impact on the Company.
Sales of the Company's products and services are dependent on its ability to attract, retain and support a network of qualified sales associates, brokers and employees in the U.S. and sales associates and other distribution partners in Japan.

The Company's sales, results of operations and financial condition could be materially adversely affected if its sales networks deteriorate or if the Company does not adequately provide support, training and education for its existing network of sales associates, brokers, other distribution partners and employees. In the U.S., competition exists for sales associates and brokers with demonstrated ability. In Japan, the Company's sales results are dependent upon its relationship with sales associates and other distribution partners, including its strategic partner, Japan Post.

The Company competes with other insurers and financial institutions primarily on the basis of its products, compensation, support services and financial rating. The Company's sales associates, brokers and other distribution partners are independent contractors and may sell products of its competitors. If the Company's competitors offer products that are more attractive, or pay higher commissions than the Company does, any or all of these distribution partners may concentrate their efforts on selling the Company's competitors' products instead of the Company's. In addition to the Company's commissioned sales force in the U.S., Aflac has expanded its sales leadership team to include a salaried sales force of over 200 market directors and broker sales professionals. The Company's inability to attract and retain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, could have a material adverse effect on the Company's sales, results of operations and financial condition.

Additionally, as the Japan and U.S. employment markets continue to evolve, there is risk that the Company's practices regarding attracting, developing, and retaining employees may not be fully effective. Failure to successfully meet and maintain sufficient levels of employees may diminish the Company's ability to achieve its financial and compliance objectives, both of which are time consuming and personnel-intensive.

For more information on the strategic partnership with Japan Post, see the risk factor below entitled, " Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations."

Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations

As previously disclosed, in the second half of 2019 and the first quarter of 2020 there have been news reports and public comments regarding improper sales practices relating to sales of JPI products by JPI and JPC, each an affiliate of Japan Post Holdings (together with JPI and JPC, the Japan Post Group). JPC and JPI are important distribution and alliance partners of the Company, which in 2018 collectively accounted for approximately 25% of Aflac Japan’s third sector sales. On July 24, 2019, after such news reports and other public comments, the Japan Post Group announced that they had established a Special Investigative Committee comprised of independent former prosecutors to determine whether JPC and JPI sales practices with respect to JPI products had caused disadvantages to customers holding such policies that were not otherwise the result of honoring such customers’ intentions.

On December 18, 2019, the Japan Post Group issued a release discussing results of the investigation and stating that JPI had identified a number of cases involving potential violation of laws and regulations or internal rules. On the same date, the Japan Post Group stated that it would continue the investigation with a goal of completing it by March 2020. On December 27, 2019, the Japanese FSA issued three-month business suspension orders to JPC and JPI for the sale of JPI insurance products, and the Japan Ministry of Internal Affairs and Communications also issued a three-month business suspension order to JPC for the sale of JPI insurance products. Also on December 27, 2019, the Japan Post Group announced the resignation of the chief executives of Japan Post Holdings, JPC and JPI, to be effective January 5, 2020. On January 31,

11



2020, the Japan Post Group announced that its internal investigation had been expanded to additional policyholders and the investigation would continue with a goal of completing it by the end of June 2020. The Japan Post Group stated they could not comment on the expected timing for it to re-initiate sales of JPI insurance products.

Notwithstanding the JPI investigation and the three-month suspension orders promulgated by the FSA and the Japan Ministry of Internal Affairs and Communications, the sale of Aflac Japan cancer policies has continued through JPC and JPI. However, while the sale of Aflac Japan cancer insurance products is not within the scope of the suspension orders, beginning in August 2019 the Company has experienced a material decrease of sales in the Japan Post Group channel. This decline has continued into 2020. The Company believes that sales of Aflac Japan cancer insurance through JPC and JPI are unlikely to return to 2018 levels in the near term. It is uncertain what long-term effect these developments will have on the Company’s results of operations or financial condition, but any such effects could be material. See the "Aflac Japan Segment" subsection of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Competition could adversely affect the Company's ability to increase or maintain its market share or profitability.

The Company operates in a competitive environment and in an industry that is subject to ongoing changes from market pressures brought about by customer demands, legislative reform, marketing practices and changes to health care and health insurance delivery. These factors require the Company to anticipate market trends and make changes to differentiate the Company's products and services from those of its competitors. The Company also faces the potential of competition from existing or new companies in the U.S. and Japan that have not historically been active in the supplemental health insurance industry, but some of which have greater financial, marketing and management resources than the Company does. Further, some of these potential competitors could introduce new means of product development and delivery that disrupt the Company’s business model. Failure to anticipate market trends and/or to differentiate the Company's products and services can affect the Company's ability to retain or grow profitable lines of business. Further, as employers and brokers are increasingly requesting a full-suite of products from one insurance provider, a failure to react and adapt to these demands could result in decreased sales or market share.

The insurance market is undergoing rapid changes with frequent introductions of new technology-driven products and services. The Company's future success will depend, in part, on its ability to keep pace with the technological changes and to use technology to satisfy and grow customer demand for the Company's products and services and to create additional efficiencies in its operations. The Company expects that it will need to continue making substantial investments in its technology and information systems to compete effectively and to stay current with technological changes. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. A failure to meet evolving customer demands through innovative product development, effective distribution channels, and continuous investment in the Company's technology could result in lower revenues and less favorable policy terms and conditions, which could adversely affect the Company's operating results. As a result, the Company's ability to effectively compete to retain or acquire new business may be impaired, and its business, financial condition or results of operations may be adversely affected.

If future policy benefits, claims or expenses exceed those anticipated in establishing premiums and reserves, the Company's financial results would be adversely affected.

The Company establishes premiums for many of its policies on assumptions for morbidity, mortality, longevity and persistency. The Company also establishes and carries, as a liability, reserves based on estimates of how much will be required to pay for future benefits and claims on its policies. The Company calculates these reserves using various assumptions and estimates, including premiums the Company will receive over the assumed life of the policy; the timing, frequency and severity of the events covered by the insurance policy; and the investment returns on the assets the Company purchases with a portion of its net cash flow from operations.

The assumptions and estimates that the Company uses in establishing premiums and reserves depend on the Company's judgment regarding the likelihood of future events and are inherently uncertain. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in incidence rates, economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level the Company assumes prior to payment of benefits or claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to earnings in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations and financial condition.


12



Generally, lower mortality decreases the profitability of third sector products in Japan, as more policyholders will survive into ages where they have a higher rate of claim incidence. This assumption can impact pricing and reserving.  For instance, Japan FSA periodically requires updates to their Standard mortality tables for FSA reserves. An update to the Standard mortality tables was performed in April 2018 applicable to all business issued after that date. For business that is inforce prior to the update, the change in mortality table would not have an impact. For new issues, the updated mortality tables would be included in the Company's reserve assumptions, and slow the emergence of FSA earnings for third sector products and therefore will have an impact on pricing returns. The Company adjusts pricing assumptions as new products are developed to adjust for these mortality assumptions. 

The success of the Company's business depends in part on effective information technology systems and on continuing to develop and implement improvements in technology.

The Company's business depends in large part on its technology systems for interacting with employers, policyholders, sales associates, and brokers, and the Company's business strategy involves providing customers with easy-to-use products to meet their needs and ensuring employees have the technology in place to support those needs. Some of the Company's information technology systems and software are older, legacy-type systems that are less efficient and require an ongoing commitment of significant resources to maintain or upgrade to current standards including adequate business continuity procedures. The Company is in a continual state of upgrading and enhancing its business systems; however, these changes tend to challenge the Company's complex integrated environment. The Company's success is dependent in large part on maintaining or improving the effectiveness of existing systems and continuing to develop and enhance information systems that support its business processes in a cost-efficient manner. If the Company does not maintain the effectiveness of its systems, the Company's operations and reputation could be adversely affected and it could be exposed to litigation as well as to regulatory proceedings and fines or penalties.

Defaults, downgrades, widening credit spreads or other events impairing the value of the fixed maturity securities and loan receivables in the Company's investment portfolio may reduce the Company's earnings and capital position.
The Company is subject to the risk that the issuers and/or guarantors of fixed maturity securities and loan receivables the Company owns may default on principal or interest. A significant portion of the Company's portfolio represents an unsecured obligation of the issuer, including some that may be subordinated to other debt in the issuer’s capital structure. In these cases, many factors can influence the overall creditworthiness of the issuer and ultimately its ability to service and repay the Company's holdings. This can include changes in the global economy, the company's assets, strategy, or management, shifts in the dynamics of the industries in which they compete, their access to additional funding, and the overall health of the credit markets. Factors unique to the Company's securities including contractual protections such as financial covenants or relative position in the issuer's capital structure also influence the value of the Company's holdings.

Most of the Company's investments carry a rating by one or more of the nationally recognized statistical rating organizations (NRSROs or rating agencies). Any change in the rating agencies' approach to evaluating credit and assigning an opinion could negatively impact the fair value of the Company's portfolio. The Company employs a team of credit analysts to monitor the creditworthiness of the issuers in its portfolio. Any credit-related declines in the fair value of positions held in the Company's portfolio believed to be not temporary in nature will negatively impact the Company's net income and capital position through impairment and other credit related losses. These losses would also affect the Company's solvency ratios in the U.S. and Japan. Aflac Japan has certain regulatory accounting requirements for realizing impairments that could be triggered by credit-related losses, which may be different from U.S. GAAP and statutory requirements. These impairment losses could negatively impact Aflac Japan's earnings, and the corresponding dividends and capital deployment.

The Company is also subject to the risk that any collateral providing credit enhancement to the Company's positions could deteriorate. These instruments may include senior secured first lien loans, such as commercial mortgage loans, bank loans, middle market loans, and loan-backed securities where the underlying loan or collateral notes may default on principal, interest, or other payments, causing an adverse change in cash flows to the positions held in the Company's investment portfolio.

The Company is exposed to sovereign credit risk through instruments issued directly by governments and government entities as well as banks and other institutions that rely in part on the strength of the underlying government for their credit quality. In addition to the U.S. and Japan, many governments, especially in Europe, have been subject to rating downgrades due to the need for fiscal and budgetary remediation and structural reforms, reduced economic activity, and investment needed to support banks or other systemically important entities. Additional downgrades or default of the Company's sovereign issuers will have a negative impact on its portfolio and could reduce the Company's earnings and capital.


13



In addition to the Company's exposure to the underlying fundamental credit strength of the issuers of its fixed maturity securities and the underlying risk of default, the Company is also exposed to the general movement in credit market spreads. 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 which is used in determining the SMR in Japan. This widening of credit spreads could, however, increase the net investment income on new credit investments. Conversely, a tightening of credit spreads could increase the value of the Company's existing portfolio and create unrealized gains on its investment portfolio. This tightening of credit spreads could also reduce the net investment income available to the Company on new credit investments. Increased market volatility also makes it difficult to value certain of the Company's investment holdings (see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, of this Form 10-K).

For more information regarding credit risk, see the Credit Risk subsection of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this Form 10-K.

The Company is exposed to significant interest rate risk, which may adversely affect its results of operations, financial condition and liquidity.
The Company has substantial investment portfolios that support its policy liabilities. Low levels of interest rates on investments experienced in Japan and the U.S. over the last decade have reduced the level of investment income earned by the Company. The Company's overall level of investment income will be negatively impacted in a persistent low-interest-rate environment. While the Company generally seeks to maintain a diversified portfolio of fixed-income investments that reflects the cash flow and duration characteristics of the liabilities it supports, the Company may not be able to fully mitigate the interest rate risk of its assets relative to its liabilities. The Company's exposure to interest rate risk relates primarily to the ability to invest future cash flows to support the interest rate assumption made at the time the Company's products were priced and the related reserving assumptions were established. A sustained decline in interest rates could hinder the Company's ability to earn the returns assumed in the pricing and the reserving for its products at the time they were sold and issued. Due to low interest rates, the Company's ability to earn the returns it expects may also influence the Company's ability to develop and price attractive new products and could impact its overall sales levels. The Company's first sector products are more interest rate sensitive than third sector products. As discussed in Item 1. Business, beginning in 2013, Aflac Japan began to curtail sales of first sector savings-type products due to persistent low interest rates in Japan. The continuing negative interest rate imposed by the Bank of Japan (BoJ) on excess bank reserves could continue to have a negative impact on the distribution and pricing of these products.
A rise in interest rates could improve the Company's ability to earn higher rates of return on future investments, as well as floating rate investments held in its investment portfolio. However, an increase in the differential of 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. The Company’s floating rate investments typically bear interest based on the London Interbank Offered Rate (LIBOR). Regulatory and industry initiatives to eliminate LIBOR as an interest rate benchmark may create uncertainty in the valuation of LIBOR-based loans, as well as for other LIBOR-based derivatives and assets. This may adversely impact both pricing and liquidity in such instruments. The Company is unable to predict with certainty how LIBOR elimination may impact markets, pricing, liquidity and other factors or the Company's activities.
Changes in interest rates impact unrealized gains and losses of fixed income securities in the Company's investment portfolio; however, they do not have a direct impact on the related valuation of the corresponding liabilities. Prolonged periods of low interest rates, as have been experienced in recent years, heighten the risk associated with future increases in interest rates because an increasing proportion of the Company's investment portfolio includes investments that bear lower rates of return than the embedded book yield of the investment portfolio. A rise in interest rates could decrease the fair value of the Company's debt securities. Some of the insurance products that Aflac sells in the U.S. and Japan provide cash surrender values. A rise in interest rates could trigger significant policy surrenders, which might require the Company to sell investment assets and recognize unrealized losses. This situation is commonly referred to as disintermediation risk. The Company generally invests its assets to match the duration and cash flow characteristics of its policy liabilities, and therefore would not expect to realize most of these gains or losses, however, the Company's risk is that unforeseen events or economic conditions, such as changes in interest rates resulting from governmental monetary policies, domestic and international economic and political conditions, and other factors beyond the Company's control will reduce the effectiveness of this strategy. These events or economic conditions could either cause the Company to dispose of some or all of these investments prior to their maturity, or increase the risk that the issuers of these securities may default or may require impairment, which could result in the Company having to recognize such gains or losses.

14



Rising interest rates also negatively impact the SMR since unrealized losses on the available-for-sale investment portfolio factor into the ratio. For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates, negatively impacting Aflac Japan's earnings and corresponding dividends and capital deployment.
Further, interest rate risk is still an inherent portfolio, business and capital risk for the Company, and significant changes in interest rates could have a material adverse effect on the Company's consolidated results of operations, financial condition or cash flows through realized losses, impairments, changes in unrealized positions, and liquidity.

For more information regarding interest rate risk, see the Interest Rate Risk subsection within the Market Risks of Financial Instruments section of MD&A in this report.

The Company's concentration of business in Japan poses risks to its operations.
The Company's operations in Japan, including realized gains and losses on Aflac Japan's investment portfolio, accounted for 69% of the Company's total revenues in 2019, and 70% in both 2018 and 2017. The Japanese operations accounted for 83% of the Company's total assets at December 31, 2019, compared with 84% at December 31, 2018.

Further, because of the concentration of the Company's business in Japan and its need for long-dated yen-denominated assets, the Company has a substantial concentration of Japan Government Bond (JGBs) in its investment portfolio. As such the Company has material exposure to the Japanese economy, geo-political climate, political regime, and other factors that generally determine a country's creditworthiness. Specifically, the NRSROs, credit rating agencies registered with the SEC, have placed increased scrutiny on JGBs, which are a significant component of the Company’s overall investment portfolio, resulting in downgrades as discussed later in this Risk Factors section. 

The Company seeks to match investment currency and interest rate risk to its yen liabilities. The low level of interest rates available on yen-denominated securities has a negative effect on overall net investment income. A large portion of the cash available for reinvestment each year is deployed in yen-denominated instruments and subject to the low level of yen interest rates.

Any potential deterioration in Japan's credit quality, market access, the overall economy of Japan, or Japanese market volatility could adversely impact the business of Aflac in general and specifically Aflac Japan and its related results of operations and financial condition.

Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity.
The Company attempts to match both the duration and currency of its assets with its liabilities. This is very difficult for Aflac Japan due to the lack of available long-dated yen-denominated fixed income instruments beyond JGBs.

Prior to the onset of the financial crisis of 2008, the Company was focused on investing cash flows in JGBs, which had relatively low yields, and utilizing private placement and perpetual securities to gain additional yield, extend the duration of the investment portfolio, and maintain yen exposure. Given call activity with respect to certain of the Company's legacy private placement investments, the Company has added a modest amount of yen-denominated private placements to its investment portfolio in recent periods. The investment in private placements carries risk associated with illiquidity, which is managed and monitored by the Company.

Starting in 2012, Aflac Japan augmented its investment strategy to include U.S. dollar-denominated investments, some of which could then be hedged back to yen. Initially this program focused on public investment-grade bonds but has evolved over time to include U.S. dollar-denominated investment-grade commercial mortgage loans, middle market loans, infrastructure debt, as well as other loan types, high yield bond and public and private equities. The Company plans to continue adding other instruments denominated in U.S. dollars, including floating rate investments, to improve the portfolio diversification and/or return profile. Some of the U.S. dollar-denominated asset classes that the Company has added, and anticipates continuing to add, have less liquidity than investment-grade corporate bonds. These strategies will continue to increase the Company's exposure to U.S. interest rates, credit spreads and other risks. The Company has increased foreign exchange risk exposure as the comprehensive hedging program may not always correlate to the underlying U.S. dollar-denominated assets, thereby increasing earnings volatility. These risks can significantly impact the Company's consolidated results of operations, financial position or liquidity.


15



Investing in U.S. dollar-denominated investments in Aflac Japan also creates an unmatched foreign currency exposure and related SMR volatility, as Aflac Japan’s insurance liabilities are yen-denominated. Although the Company engages in certain foreign exchange hedging activities to partially mitigate this risk, and such hedged assets may be used to satisfy yen-denominated insurance liabilities and other business obligations, important risks remain.

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. 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, as well as, investments previously hedged that have since been sold, matured or redeemed and may or may not have not been converted to yen. The Company’s foreign exchange derivatives are typically shorter-dated than the underlying U.S. dollar-denominated investments being hedged, which creates roll-over risks within the hedging program that could increase the cost of such derivatives. If the Company reduces the notional amount of foreign exchange derivatives prior to the maturity of the hedged U.S. dollar-denominated investments, the foreign exchange gains or losses on the U.S. dollar-denominated investments remain economically unrealized. These foreign currency gains or losses on the investments are only economically realized, or monetized, through sale, maturity or redemption of the investments and concurrent conversion to yen. However, the Company may not realize the benefit of offsetting adverse cash settlements on hedging derivatives with cash receipts on the U.S. dollar-denominated investments if the currency exchange rates move in an adverse direction before the investments are converted to yen, or if the investments are never converted to yen. As an example of the latter, if the Company’s actual insurance risk experience in Japan is as expected or more favorable than expected, the need for yen to pay expenses and claims would correspondingly remain at or below expected levels, thereby diminishing operational requirements to convert U.S. dollar-denominated investments to yen. The settlement of the foreign exchange derivatives is reported in the investing activities section of the Company’s consolidated statements of cash flows in the line item “Settlement of derivatives, net.”

For more information regarding unhedged U.S. dollar-denominated securities, see the risk factor entitled, “The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate.” For more information regarding Aflac Japan's U.S. dollar-denominated investments and hedging activities, see the "Hedging Activities"subsection within the MD&A of this report, and for more information regarding foreign currency risk, see the "Currency Risk" subsection within the Item 7A. Quantitative and Qualitative Disclosures about Market Risk section in this report.

If the Company fails to comply with restrictions on customer privacy and information security, including taking steps to ensure that its third-party service providers and business associates who access, store, process or transmit sensitive customer information maintain its security, integrity, confidentiality and availability, the Company's reputation and business operations could be materially adversely affected.

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal GLBA and in the HIPAA. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations). With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the APPI and guidelines issued by FSA and other governmental authorities.

The Company relies on third parties, and in some cases subcontractors, to provide information technology and data services. It also relies on various parties in its distribution channels including agencies, banks and Japan Post in Japan, as well as sales associates and brokers in the U.S., to provide services to prospective and existing customers. Although the Company provides for appropriate protections through its contracts and performs information security risk assessments of its third-party service providers and business associates, the Company still has limited control over their actions and practices. In addition, despite the security measures the Company has in place to ensure compliance with applicable laws and rules, the Company's facilities and systems, and those of the Company's third-party providers and participants in its distribution channels may be vulnerable to security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. In such cases, notification to affected individuals, state and federal regulators, state attorneys general and media may be required, depending upon the number of affected individuals and whether personal information including health or financial data was subject to unauthorized access.

The U.S. Congress and many states are considering new privacy and security requirements that would apply to the Company's business. Compliance with new privacy and security laws, requirements, and new regulations may result in cost

16



increases due to necessary systems changes, new limitations or constraints on the Company's business models, the development of new administrative processes, and the effects of potential noncompliance by the Company's business associates. They also may impose further restrictions on the Company's collection, disclosure and use of customer identifiable data that are housed in one or more of the Company's administrative databases. Noncompliance with any privacy laws or any security breach involving the misappropriation, loss, theft or other unauthorized disclosure of sensitive or confidential customer information, whether by the Company or by one of its third parties, could have a material adverse effect on the Company's business, reputation, brand and results of operations, including: material fines and penalties; compensatory, special, punitive and statutory damages; consent orders regarding the Company's privacy and security practices; adverse actions against the Company's licenses to do business; and injunctive relief.

In addition, under Japanese laws and regulations, including the APPI, if a leak or loss of personal information by Aflac Japan or its business associates should occur, depending on factors such as the volume of personal data involved and the likelihood of other secondary damage, Aflac Japan may be required to file reports to the FSA; issue public releases explaining such incident to the public; or become subject to an FSA business improvement order, which could pose a risk to the Company's reputation.

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality, integrity or privacy of sensitive data residing on such systems, could harm the Company's business.

The Company stores confidential policyholder, employee, agent, and other proprietary information on its information technology systems. In addition, the Company depends heavily on its telecommunication, information technology and other operational systems and on the integrity and timeliness of data it uses to run its businesses and service its customers. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond the Company's control. Additionally, design flaws may exist in certain systems, processes, software, or configurations that in turn may result in system failure, data corruption, or compromise. Despite the Company's implementation of a variety of security measures to defend against threats incurred on a daily basis, its information technology and other systems, as well as those of third party providers and participants in the Company’s distribution channels, have been and will likely continue to be subject to physical or electronic break-ins, unauthorized tampering, security breaches or other cyber-attacks, that may result in the failure to adequately maintain the security, confidentiality, integrity, or privacy of sensitive data, including personal information relating to customers and prospective customers, or in the misappropriation of the Company's intellectual property or proprietary information.

From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. Although the minor data leakage issues the Company has experienced to date have not had a material effect on its business, there is no assurance that the Company's security systems or processes will prevent or mitigate future break-ins, tampering, security breaches or other cyber-attacks. Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, whether due to actions by the Company or others, including third party providers and participants in the company’s distribution channels, could delay or disrupt the Company's ability to do business and service its customers, seriously harm the Company's brand and reputation as well as the Company's ability to compete effectively, subject it to regulatory sanctions and other claims, lead to a loss of customers and revenues and otherwise adversely affect the Company's business. In addition, the costs to address or remediate system interruptions or security threats and vulnerabilities, whether before or after an incident, could be significant.

While the Company continues to invest in the infrastructure of its data security programs, the Company, as well as its third party providers and participants in the Company’s distribution channels, have been, and will likely continue to be, the target of unauthorized access, social engineering, phishing, cyber-attacks, web application attacks, computer viruses or other malicious codes, or other computer-related penetrations. Although the Company attempts to manage its exposure to such events through the purchase of cyber liability insurance, such events are inherently unpredictable and insurance may not be sufficient to protect the Company against all losses. As a result, events such as these could adversely affect the Company's financial condition or results of operation.


17



Catastrophic events could adversely affect the Company's financial condition and results of operations as well as the availability of the Company’s infrastructure and systems.

The Company's insurance operations are exposed to the risk of catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, and terrorism or other acts of violence. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Certain events such as earthquakes, tsunamis, hurricanes and man-made catastrophes could cause substantial damage or loss of life in larger areas, especially those that are heavily populated. Claims resulting from natural or man−made catastrophic events could cause substantial volatility in the Company's financial results for any fiscal quarter or year and could materially reduce its profitability or harm the Company's financial condition, as well as affect its ability to write new business.

Additionally, the Company's business operations may be adversely affected by such catastrophic events to the extent they disrupt the Company's physical infrastructure, human resources or systems that support its businesses and customers. Although the Company has a global crisis management framework to minimize the business disruption from a catastrophic event, such framework may not be effective to avoid an adverse impact to the Company from such an event.

Difficult conditions in global capital markets and the economy 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 results of operations are materially affected by conditions in the global capital markets and the global economy generally, including in its two primary operating markets of the U.S. and Japan. Weak global financial markets impact the value of the Company's existing investment portfolio, influence opportunities for new investments, and may contribute to generally weak economic fundamentals, which can have a negative impact on its operating activities.

In recent years, global capital markets have been severely impacted by several major events. The financial crisis that began in the latter part of 2008 saw dramatic declines in investment values and weak economic conditions as the global financial system came under extreme pressure. Although U.S. markets began recovering in late 2009 and 2010, Europe continued to struggle under a severely weakened banking system and investor concerns with sovereign debt levels. Following a period of unprecedented intervention by governments and central banks, including the U.S. Federal Reserve and European Central Bank (ECB), financial conditions improved from the dire conditions of the global financial crisis, global recession, and European debt crisis. More recently, global markets have experienced bouts of volatility due to uncertainty surrounding a British exit from the European Union, Japan’s continued recovery amidst assorted policy changes, volatility in global commodity prices including oil, divergent monetary policies in the U.S. versus many other developed economies, heightened concerns surrounding the Chinese economy and increasing protectionism in U.S. foreign trade policy. While capital and market conditions have been generally favorable in the last year, the prospect for increased volatility remains.

A shift in the global trading policies by the U.S. and subsequent trade conflict with China has raised concerns about a slowdown of the Chinese economy and the recent trade agreement between the U.S. and China left tariffs in place and many trade issues unresolved. In addition, the recent trade agreement between the U.S. and Japan resulted in tariff reductions on some products but left tariffs on other products in place. While it is not expected that the Company's products would be directly impacted by tariffs, any resulting economic downturn could adversely affect the Company.

Activity by the government of North Korea in 2018 was the subject of increasing focus for a number of other governments, including those of the U.S. and Japan. Although hostile rhetoric decreased in 2019, there is a possibility of renewed hostility between their governments. In addition, in January 2020, hostility between the government of the U.S. and the government of Iran increased, ultimately culminating in a number of missile strikes. Such activity and related geopolitical risk could have a significant impact on financial market conditions across the world. Under certain circumstances, government actions taken in response to these or similar situations could have a material impact on the Company's operations and financial performance, including the indirect impact of potentially severe and prolonged capital market volatility and disruption.

As the Company holds a significant amount of fixed maturity securities issued by borrowers located in many different parts of the world, including a large portion issued by banks and financial institutions, sovereigns, and other corporate borrowers in the U.S. and Europe, its financial results are directly influenced by global financial markets. A retrenchment of the recent strength of the capital markets could adversely affect the Company's financial condition, including its capital position and overall profitability. Market volatility and recessionary pressures could result in significant realized or unrealized losses due to severe price declines driven by increases in interest rates or credit spreads, defaults in payment of principal or interest, or credit rating downgrades.


18



Following the election of Shinzo Abe as Prime Minister of Japan in December 2012, the new administration adopted a new set of financial measures to stimulate the Japanese economy, including imposing negative interest rates on excess bank reserves. In December 2014 and October 2017 snap-elections, the ruling Liberal Democratic Party (LDP) won decisive victories further strengthening Mr. Abe's ability to continue with economic reforms and address key policy challenges. In September 2018, Mr. Abe won reelection to another three-year term as president of the LDP. Most recently, the BoJ signaled to hold its policy rate at zero and to continue yield curve control to maintain a targeted yield on the 10-year JGB. Prime Minister Abe’s election victories may result in the continuation of current monetary policy, but there can be no guarantee that this is the case.

Japan is the largest market for the Company's products, and the Company owns substantial holdings in JGBs. Government actions to stimulate the economy affect the value of the Company's existing holdings, its reinvestment rate on new investments in JGBs or other yen-denominated assets, and consumer behavior relative to the Company's suite of products. The additional government debt from fiscal stimulus actions could adversely impact the Japan sovereign credit profile, which could in turn lead to volatility in Japanese capital and currency markets.

The Company's investment portfolio has sizeable credit positions in many other geographic areas of the world including the Middle East, Latin America, Asia, and other emerging markets. Deterioration in their underlying economies, sovereign credit worthiness, or financial market conditions could negatively impact the Company's financial position.

While the Company has continued to add floating rate investments to its investment portfolio, most of its investment portfolio holdings are income-producing bonds that provide a fixed level of income. Many of the Company's investments were made at the relatively low level of interest rates prevailing over the last decade. Any increase in the market yields of the Company's holdings due to an increase in interest rates could create substantial unrealized losses in the Company's portfolio, as discussed further in a separate risk factor in this section of the Form 10-K.

The Company needs liquidity to pay its operating expenses, dividends on its common stock, interest on its debt, and liabilities. For a further description of the Company's liquidity needs, including maturing indebtedness, see the Liquidity and Capital Resources section of MD&A in this report. In the event the Company's current resources do not meet its needs, the Company may need to seek additional financing. The Company's access to additional funding will depend on a variety of factors such as market conditions, the general availability of credit to the financial services industry and its credit rating.

Should investors become concerned with any of the Company's investment holdings, including the concentration in JGBs, its access to market sources of funding could be negatively impacted. There is a possibility that lenders or debt investors may also become concerned if the Company incurs large investment losses or if the level of the Company's business activity decreases due to a market downturn or there are further adverse economic trends in the U.S. or Japan, specifically, or generally in developed markets. Similarly, the Company's access to funds may be impaired if regulatory authorities or rating agencies take negative actions. See more information on recent rating actions later in this Risk Factors section.

Broad economic factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, indirectly, the amount and profitability of the Company's business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for financial and insurance products could be adversely affected. This adverse effect could be particularly significant for companies such as Aflac that distribute supplemental, discretionary insurance products primarily through the worksite in the event that economic conditions result in a decrease in the number of new hires and total employees. 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 coverage, which could adversely affect the Company's premium revenue, results of operations and financial condition. The Company is unable to predict the course of the global financial markets or the recurrence, duration or severity of disruptions in such markets.

Events, including those external to the Company's operations, could damage the Company's reputation.

The Company has made significant investments in the Aflac brand over a long period of time. Because insurance products are intangible, the Company's ability to compete for and maintain policyholders relies to a large extent on consumer trust in the Company's business, including its alliance partners, sales associates and other distribution partners. The perception of unfavorable business practices or financial weakness with respect to the Company, its alliance partners, sales associates or other distribution partners could create doubt regarding the Company's ability to honor the commitments it has made to its policyholders. Such a perception could also negatively impact the Company’s ability to attract and retain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, and could have a material adverse effect on the Company's sales, results of operations and financial condition. Maintaining the Company's stature as a trustworthy

19



insurer and responsible corporate citizen, which helps support the strength of the 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. For example, negative publicity or allegations of unfavorable business practices or poor governance can be rapidly and widely shared over social or traditional media or other means, and could reduce demand for the Company's insurance products, reduce the Company's ability to recruit and retain employees, or lead to greater regulatory scrutiny of the Company's operations.

Extensive regulation and changes in legislation can impact profitability and growth.

Aflac's insurance subsidiaries are subject to complex laws and regulations that are administered and enforced by a number of governmental authorities, including the FSA and Ministry of Finance (MOF) in Japan, and state insurance regulators, the SEC, the NAIC, the FIO, the U.S. Department of Justice, state attorneys general, the U.S. Commodity Futures Trading Commission, and the U.S. Treasury, including the Internal Revenue Service (IRS), in the U.S., each of which exercises a degree of interpretive latitude. In addition, proposals regarding the global regulation of insurance are under discussion, and changes to corporate form that attend the conversion of Aflac Japan to a subsidiary may introduce new forms of regulation compared to those with which the Company has historically been subject. For example, AAMJ is licensed as a discretionary asset manager under the Japan Financial Instruments and Exchange Act and is subject to rules of the Japan Investment Advisors Association, a self-regulatory organization with mandatory membership for Japan investment managers. Consequently, the Company is subject to the risk that compliance with any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may not result in compliance with another regulator's or enforcement authority's interpretation of the same issue, particularly when compliance is judged in hindsight. There is also a risk that any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may change over time to the Company's detriment. In addition, changes in the overall legal or regulatory environment may, even absent any particular regulator's or enforcement authority's interpretation of an issue changing, cause us to change the Company's views regarding the actions the Company needs to take from a legal or regulatory risk management perspective, thus necessitating changes to the Company's practices that may, in some cases, limit its ability to grow or otherwise negatively impact the profitability of the Company's business.

The primary purpose of insurance company regulatory supervision is the protection of insurance policyholders, rather than investors. The extent of regulation varies, but generally is governed by state statutes in the U.S. and by the FSA and the MOF in Japan. These systems of supervision and regulation cover, among other things:

standards of establishing and setting premium rates and the approval thereof
standards of minimum capital and reserve requirements and solvency margins, including RBC measures
restrictions on, limitations on and required approval of certain transactions between the Company's insurance subsidiaries and their affiliates, including management fee arrangements
restrictions on the nature, quality and concentration of investments
restrictions on the types of terms and conditions that the Company can include in the insurance policies offered by its primary insurance operations
limitations on the amount of dividends that insurance subsidiaries can pay
the existence and licensing status of a company under circumstances where it is not writing new or renewal business
certain required methods of accounting
reserves for unearned premiums, losses and other purposes
assignment of residual market business and potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies
administrative practices requirements
imposition of fines and other sanctions
Regulatory authorities periodically re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, could have a material adverse effect on the Company's financial condition and results of operations. If the Company's subsidiaries fail to meet the minimum capital or operational requirements established by its respective regulators, they could be subject to examination or corrective action, or the Company's financial strength ratings could be downgraded, or both.

Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase the Company's direct and indirect compliance and other expenses of doing business, thus having a material adverse effect on the Company's financial condition and results of operations.


20



The Companyis exposed to foreign currency fluctuations in the yen/dollar exchange rate.

Due to the size of Aflac Japan, where functional currency is the Japanese yen, fluctuations in the rate of exchange between the yen and the U.S. dollar can have a significant effect on the Company's reported financial position and results of operations. Aflac Japan's premiums and approximately half of its investment income are received in yen. Claimsyen, and its claims and most expenses are paid in yen, and we purchaseyen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into U.S. dollars for financial reporting purposes. For information regardingAccordingly, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported financial position and results of operations. In periods when yen weakens, translating yen into U.S. dollars causes fewer U.S. dollars to be reported. When yen strengthens, translating yen into U.S. dollars causes more U.S. dollars to be reported. Any unrealized foreign currency translation adjustments are reported in accumulated other comprehensive income. As a result, yen weakening has the effect of suppressing current year results in relation to the prior year, while yen strengthening has the effect of magnifying current year results in relation to the prior year. In addition, the weakening of the yen relative to the U.S. dollar will generally adversely affect the value of the Company's yen-denominated investments in U.S. dollar terms.

The Company engages in certain foreign currency hedging activities for the purpose of hedging the yen exposure to its net investment in operations in Japan. These hedging activities are limited in scope, and the Company cannot provide assurance that these activities will be effective.

Unhedged U.S. dollar-denominated securities held by Aflac Japan are exposed to foreign exchange fluctuations, which impact SMR. In periods of yen strengthening, the unhedged U.S. dollar-denominated investments will experience unrealized foreign exchange losses, negatively impacting SMR. This impact increases when the size of the unhedged U.S. dollar-denominated portfolio increases, which can occur due to the purchase of additional unhedged U.S. dollar-denominated investments, or through termination or expiration of existing hedges. Unrealized currency gains and losses on ourunhedged U.S. dollar-denominated securities are monetized (or, in other words, are economically realized) only upon converting the proceeds from the sale, maturity or redemption of these securities to yen, which primarily occurs when yen are needed to satisfy policyholder obligations or other business expenses of Aflac Japan. To mitigate exposure to the foreign exchange risk from U.S. dollar-denominated investments and to reduce SMR volatility, the Company engages in certain currency hedging activities. However, these hedging activities are limited in scope and the Company cannot provide assurance that its hedging strategies will be effective. As a result, periods of unusually volatile currency exchange rates could result in limitations on dividends available to the Parent Company.

As indicated in the MD&A, the Company has determined that the unhedged U.S. dollar-denominated investment portfolio acts as a natural economic currency hedge of a portion of the Company’s investment in Aflac Japan against erosion of economic value. However, the unhedged U.S. dollar-denominated investment portfolio at the same time creates an unmatched foreign currency exposure and subjects Aflac Japan to volatility in regulatory capital and earnings, which may adversely impact Aflac Japan’s ability to pay dividends to the Parent Company. The overall investment strategy in Aflac Japan is guided primarily by the objective of securing the long-term financial strength of Aflac Japan and funding of yen liabilities. As a result, the Company has historically maintained and currently maintains the size of the unhedged portfolio at levels below the economic equity surplus in Aflac Japan. However, there can be no assurance that this strategy will be successful.

Furthermore, for regulatory accounting purposes, there are certain requirements for realizing impairments that could be triggered by changes in the rate of exchange between the yen and U.S. dollar and could negatively impact Aflac Japan's earnings and the corresponding dividends and capital deployment.

Additionally, the Company is exposed to currency risk when yen cash flows are converted into U.S. dollars, resulting in an increase or decrease in the Company's U.S. dollar-denominated cash flows and earnings when exchange gains or losses, respectively, are realized. This primarily occurs when the Company dividends funds from Aflac Japan to the Parent Company, but it also has an impact when cash in the form of yen is converted to U.S. dollars for investment into U.S. dollar-denominated assets. The exchange rates prevailing at the time of dividend payment may differ from the exchange rates prevailing at the time the yen profits were earned. In 2018, the Parent Company began entering into forward contracts to accomplish a dual objective of hedging foreign currency exchange rate risk related to dividend payments by Aflac Japan, and reducing enterprise-wide hedge costs. If the markets experience a significant strengthening of yen, this could cause cash strain at the Parent Company as a result of cash collateral and potentially cash settlement requirements. Based on the timing and severity of exchange rate fluctuations combined with the level of outstanding activity in this program, the cash strain at the Parent Company could be significant. 

For more information regarding unhedged U.S. dollar-denominated securities, see the Foreignrisk factor below entitled, “Lack of availability of acceptable yen-denominated investments could adversely affect the Company’s results of operations, financial

21



position or liquidity”. For more information regarding foreign currency risk, see the Currency Translation andRisk subsection within the Market Risks of Financial Instruments - Currencysection of MD&A.

Tax rates applicable to the Company may change.

The Company is subject to taxation in Japan, and in the U.S. under federal and numerous state and local tax jurisdictions. In preparing the Company's financial statements, the Company estimates the amount of tax that will become payable, but the Company's effective tax rate may be different than estimates due to numerous factors including accounting for income taxes, the mix of earnings from Japan and the U.S., the results of tax audits, adjustments to the value of uncertain tax positions, changes to estimates and other factors. Further, changes in U.S. or Japan tax laws or interpretations of such laws could increase the Company's corporate taxes and reduce earnings.

In addition, it remains difficult to predict the timing and effect that future tax law changes could have on the Company's earnings both in the U.S. and in foreign jurisdictions. Any of these factors could cause the Company to experience an effective tax rate significantly different from previous periods or the Company's current estimates. If the Company's effective tax rate were to increase, the Company's financial condition and results of operations could be adversely affected.

A decline in the creditworthiness of other financial institutions could adversely affect the Company.

The Company has exposure to and routinely executes transactions with counterparties in the financial services industry, including broker dealers, derivative counterparties, commercial banks and other institutions.

The Company uses derivative instruments to mitigate various risks associated with its investment portfolio, notes payable, and subsidiary dividends. The Company enters into a variety of agreements involving assorted instruments including foreign currency forward contracts; foreign currency options; foreign currency swaps; and interest rate swaps and swaptions. The Company's use of derivatives results in financial exposure to derivative counterparties. If the Company's counterparties fail or refuse to honor their obligations under derivative instruments, the Company's hedges of the risks will be ineffective, and the Company's financial condition and results of operations could be adversely affected.

The Company engages in derivative transactions directly with unaffiliated third parties under International Swaps and Derivatives Association, Inc. (ISDA) agreements and other documentation. Most of the ISDA agreements also include Credit Support Annexes (CSAs) provisions, which generally provide for two-way collateral postings at the first dollar of exposure. The Company mitigates the risk that counterparties to transactions might be unable to fulfill their contractual obligations by monitoring counterparty credit exposure and collateral value while generally requiring that collateral be posted at the outset of the transaction. In addition, a significant portion of the derivative transactions have provisions that give the counterparty the right to terminate the transaction upon a downgrade of Aflac’s financial strength rating. The actual amount of payments that the Company could be required to make, depends on market conditions, the fair value of outstanding affected transactions, and other factors prevailing at and after the time of the downgrade. If the Company is required to post collateral to support derivative contracts and/or pay cash to settle the contracts at maturity, the Company's liquidity could be strained. In addition, the Company's cleared swaps result in counterparty exposure to clearing brokers and central clearinghouses; while this exposure is mitigated in part by clearinghouse and clearing broker capital and regulation, no assurance can be provided that these counterparties will fulfill their obligations. The Company also has exposure to counterparties to securities lending transactions in the event they fail to return loaned securities. The Company is also exposed to the risk that there may be a decline in value of securities posted as collateral for securities lending programs or a decline in value of investments made with cash posted as collateral for such programs.

Further, the Company has agreements with various financial institutions for the distribution of its insurance products. For example, at December 31, 2019, the Company had agreements with 367 banks to market Aflac's products in Japan. Sales through these banks represented 4.3% of Aflac Japan's new annualized premium sales in 2019. Any material adverse effect on these or other financial institutions could also have an adverse effect on the Company's sales.
The Company has entered into significant reinsurance transactions with large, highly rated counterparties. Negative events or developments affecting any one of these counterparties could have an adverse effect on the Company's financial position or results of operations.
All of these risks related to exposure to other financial institutions could adversely impact the Company's consolidated results of operations and financial condition.


22



The determination of the amount of impairments taken on the Company's investments is based on significant valuation judgments and could materially impact its results of operations or financial position.
An investment in a fixed maturity security is impaired if the fair value falls below book value. The Company regularly reviews its entire investment portfolio for declines in value. The majority of the Company's investments are evaluated for other-than-temporary impairment using the Company's debt impairment model.
The Company's debt impairment model includes emphasis on the ultimate collection of the cash flows from its investments. The determination of the amount of impairments under this model is based upon the Company's periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.
For the Company's fixed maturity securities reported in the available-for-sale portfolio, the Company reports the investments at fair value in the statement of financial condition and records any unrealized gain or loss in the value of the asset in accumulated other comprehensive income. For the Company's held-to-maturity securities portfolio, the Company reports the investments at amortized cost. Under the debt impairment model, the determination of whether an impairment in value is other than temporary is based largely on the Company's evaluation of the issuer's creditworthiness. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. The Company also verifies whether it has the intent to sell or if it is more likely than not the Company would be required to sell the security prior to recovery of its amortized cost. If the Company determines it is unlikely to recover the book value of the instrument prior to disposal of the security, the Company will reduce the carrying value of the security to its fair value and recognize any associated impairment loss in the Company's consolidated statement of earnings or other comprehensive income, depending on the nature of the loss.
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's management updates its evaluations regularly as conditions change and as new information becomes available and reflects impairment losses in the Company's income statement when considered necessary. Furthermore, additional impairments may need to be taken in the future. Historical trends may not be indicative of future impairments.

U.S. tax audit risk related to conversion of the Japan branch to a subsidiary could adversely impact the Company's financial position.

The conversion of the Japan branch to a legal subsidiary, which the Company executed in the second quarter of 2018, was a complex, tax-free transaction that is conditioned on the continued validity of a private letter ruling the Company received from the IRS. Notwithstanding the receipt of the private letter ruling, the IRS could determine that the Japan branch conversion should be treated as a taxable transaction. For example, the IRS could conclude that the representations, assumptions and covenants on which the private letter ruling is based are untrue, not accurate, or have not been fulfilled. If the IRS made such a conclusion, the Company could incur significant U.S. federal income tax liabilities or litigation costs to defend the tax-free treatment of the transaction outlined by the private letter ruling. Such liabilities or costs could have a material adverse effect on the Company's business, results of operations and financial condition.

As a holding company, the Parent Company depends on the ability of its subsidiaries to transfer funds to it to meet its debt service and other obligations and to pay dividends on its common stock.
The Parent Company is a holding company and has no direct operations, and its most significant assets are the stock of its subsidiaries. Because the Parent Company conducts its operations through its operating subsidiaries, the Parent Company depends on those entities for dividends and other payments to generate the funds necessary to meet its debt service and other obligations, to pay dividends on and conduct repurchases of its common stock, and to make investments into its subsidiaries or external investment opportunities.
Aflac is domiciled in Nebraska and is subject to insurance regulations that impose certain limitations and restrictions on payments of dividends, management fees, loans and advances by Aflac to the Parent Company. The Nebraska insurance statutes require prior approval for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve

23



service arrangements and other transactions within the affiliated group of companies. After the Japan branch conversion, the Nebraska insurance department and the FSA approved their respective domiciled insurance company service arrangements and transactions. The FSA does not allow dividends or other payments from Aflac Japan unless it meets certain financial criteria as governed by Japanese corporate law. Under these criteria, dividend capacity at the Japan subsidiary will be defined as retained earnings plus other capital reserve less net after-tax net unrealized losses on available-for-sale securities.
The ability of Aflac and Aflac Japan to pay dividends or make other payments to the Parent Company could also be constrained by the Company's dependency on financial strength ratings from independent rating agencies. The Company's ratings from these agencies depend to a large extent on Aflac's capitalization level. Any inability of Aflac to pay dividends or make other payments to the Parent Company could have a material adverse effect on the Company's financial condition and results of operations.
For the foregoing reasons, there is no assurance that the earnings from, or other available assets of, the Parent Company's operating subsidiaries will be sufficient to make distributions to enable the Company to operate.
Any decrease in the Company's financial strength or debt ratings may have an adverse effect on its competitive position and access to liquidity and capital.

Financial strength ratings can play an important role in establishing the competitive position of insurance companies. On an ongoing basis, NRSROs review the financial performance and condition of many insurers, including the Company and its competitors. They may assign multiple ratings including a financial strength rating, reflecting their view of the insurer’s ability to pay claims on a timely basis, and ratings on an insurer’s senior and subordinated debt obligations, indicating their view of an insurer’s ability to make timely payments on their debt obligations.

NRSROs may change their ratings or outlook on an insurer's ratings due to a variety of factors including the NRSRO’s assessment of the insurer’s strength of operations and overall financial condition. Some factors that may influence ratings include competitive position; profitability; cash generation and other sources of liquidity; capital levels; quality of the investment portfolio; and perception of management capabilities. The ratings assigned to the Company by the NRSROs are important factors in the Company's ability to access liquidity and capital from the bank market, debt capital markets or other available sources, such as reinsurance transactions. Downgrades to the Company's credit ratings could give its derivative counterparties the right to require early termination of derivatives transactions or delivery of additional collateral, thereby adversely affecting the Company's liquidity.

In view of the difficulties experienced after the financial crisis by many financial institutions, including those in the insurance industry, the NRSROs have heightened the level of scrutiny that they apply to such institutions. Steps taken by the NRSROs include an increase in the frequency and scope of their reviews, additional information requests from the companies that they rate, including additional information regarding the valuation of investment securities held, and, in certain cases, an increase in the capital and other requirements employed in their models for maintenance of certain rating levels.

On September 16, 2015, S&P downgraded their credit rating of Japan’s sovereign debt. Following this action, they also downgraded several other foreign insurers, including the Company. The Company's significant operations in Japan and corresponding regulation by the Japanese FSA, combined with its significant exposure to JGBs as outlined above, resulted in S&P downgrading the financial strength rating of Aflac's core insurance operations to A+ and the Parent Company's senior debt rating to A-, both with a stable outlook. While S&P made no further downgrades to the Company's ratings between 2016 and 2019, they state that a downgrade of Japan's sovereign rating could lead to a downgrade of the Company's financial strength rating. As a matter of policy, S&P rarely rates insurance companies above the sovereign long-term rating of the country of domicile because during times of stress, the sovereign’s regulatory and supervisory powers may restrict an insurer’s or financial system’s flexibility. Moody’s has also stated that the following factors could lead to a downgrade of the Company’s ratings: a downgrade of the U.S. or Japanese operating entities; or a downgrade of the Government of Japan sovereign debt rating.

In addition to the impact on the Company's access to liquidity, as mentioned above, a downgrade of the Company's ratings could have a material adverse effect on agent recruiting and retention, sales, competitiveness and the marketability of its products which could negatively impact the Company's liquidity, operating results and financial condition. Additionally, sales through the bank channel in Japan could be adversely affected as a result of their reliance and sensitivity to ratings levels.


24



The Company cannot predict what actions rating agencies may take, or what actions the Company may take in response to the actions of rating agencies, which could adversely affect the Company's business. As with other companies in the financial services industry, the Company's ratings could be downgraded at any time and without any notice by any NRSRO.

The Company's risk management policies and procedures may prove to be ineffective and leave the Company exposed to unidentified or unanticipated risk, which could adversely affect the Company's businesses or result in losses.

The Company has developed an enterprise-wide risk management and governance framework to mitigate risk and loss to the Company. The Company maintains policies, procedures and controls intended to identify, measure, monitor, report and analyze the risks to which the Company is exposed.
However, there are inherent limitations to risk management strategies because risk may exist, or emerge in the future, that the Company has not appropriately anticipated or identified. If the Company's risk management framework proves ineffective, the Company may suffer unexpected losses and could be materially adversely affected. As the Company's businesses change and the markets in which it operates evolve, the Company's risk management framework may not evolve at the same pace as those changes. As a result, there is a risk that new products or new business strategies may present risks that are not appropriately identified, monitored or managed. In times of market stress, unanticipated market movements or unanticipated claims experience resulting from greater than expected morbidity, mortality, longevity, or persistency, the effectiveness of the Company's risk management strategies may be limited, resulting in losses to the Company. In addition, under difficult or less liquid market conditions, the Company's risk management strategies may not be effective because other market participants may be using the same or similar strategies to manage risk under the same challenging market conditions. In such circumstances, it may be difficult or more expensive for the Company to mitigate risk due to the activity of such other market participants.
Many of the Company's risk management strategies or techniques are based upon historical customer and market behavior and all such strategies and techniques are based to some degree on management’s subjective judgment. The Company cannot provide assurance that its risk management framework, including the underlying assumptions or strategies, will be accurate and effective.
Management of operational, legal and regulatory risks requires, among other things, policies, procedures and controls to record properly and verify a large number of transactions and events, and these policies, procedures and controls may not be fully effective. Models are utilized by the Company's businesses and corporate areas primarily to project future cash flows associated with pricing products, calculating reserves and valuing assets, as well as in evaluating risk and determining capital requirements, among other uses. These models are utilized under a risk management policy approved by the Company's executive risk management committees, however, the models may not operate properly and rely on assumptions and projections that are inherently uncertain. As the Company's businesses continue to grow and evolve, the number and complexity of models the Company utilizes expands, increasing the Company's exposure to error in the design, implementation or use of models, including the associated input data and assumptions.
Past or future misconduct by the Company's employees or employees of the Company's third parties (suppliers which are cost-based relationships and alliance partners which are revenue-generating relationships) could result in violations of law by the Company, regulatory sanctions and/or serious reputational or financial harm and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. Despite the Company's published Supplier Code of Conduct, due diligence of the Company's alliance partners, and rigorous contracting procedures (including financial, legal, IT security, and risk reviews), there can be no assurance that controls and procedures that the Company employs, which are designed to assess third party viability and prevent the Company from taking excessive or inappropriate risks, will be effective. Additionally, the use of third parties also poses operational risks that could result in financial loss, operational disruption, brand damage, or compliance issues. Inadequate oversight of Aflac’s third party suppliers due to the lack of policies, procedures, training and governance may lead to financial loss or damage to the Aflac brand.
The concentration of the Company's investment portfolios in any particular single-issuer or sector of the economy may have an adverse effect on the Company's financial position or results of operations.
Negative events or developments affecting any particular single issuer, industry, group of related industries, asset class or geographic sector may have an adverse impact on a particular holding or set of holdings, which may increase risk of loss from defaults due to non-payment of interest or principal. The Company seeks to minimize this risk by maintaining an appropriate level of diversification. To the extent the Company has concentrated positions, it could have an adverse effect on the Company's results of operations and financial position. The Company's global investment guidelines establish

25



concentration limits for its investment portfolios.

For details on the concentrations within the Company's investment portfolios, see the Investments section of Item 7, MD&A, and the Credit Risk section of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this Form 10-K.

The valuation of the Company's investments and derivatives includes methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may adversely affect the Company's results of operations or financial condition.
The Company reports a significant amount of its fixed maturity securities and other financial instruments at fair value. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods which are more sophisticated, thereby resulting in values which may be greater or less than the value at which the investments may be ultimately sold. Rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within the Company's consolidated financial statements and the period-to-period changes in value could vary significantly.

Valuations of the Company's derivatives fluctuate with changes in underlying market variables, such as interest rates and foreign currency exchange rates. During periods of market turbulence created by political instability, economic uncertainty, government interventions or other factors, the Company may experience significant changes in the volatility of its derivative valuations. Extreme market conditions can also affect the liquidity of such instruments creating marked differences in transaction levels and counterparty valuations. Depending on the severity and direction of the movements in its derivative valuations, the Company will face increases in the amount of collateral required to be posted with its counterparties. Liquidity stresses to the Company may also occur if the required collateral amounts increase significantly over a very short period of time. Conversely, the Company may be exposed to an increase in counterparty credit risk for short periods of time while calling collateral from its counterparties.

Elimination of LIBOR as an interest rate benchmark may create uncertainty in valuation of loans, derivatives and other assets where valuation and interest rates are based on LIBOR, and may create uncertainty in the pricing of such assets in markets for their sale and disposition.

For further discussion on investment and derivative valuations, see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, and Notes 1, 3, 4, and 5 of the Notes to the Consolidated Financial Statements in this Form 10-K.

The Company depends heavily on key management personnel, and 2the loss of services of one or more of its key executives could harm the Company's business.

The Company’s success depends to a significant extent upon the efforts and abilities of its key management personnel. The loss of the services of one or more of the Company's senior executives could significantly undermine its management expertise and the Company's business could be adversely affected.

Changes in accounting standards issued by the Financial Accounting Standard Boards (FASB) or other standard-setting bodies may adversely affect the Company's financial statements.
The Company's financial statements are subject to the application of U.S. GAAP, which is periodically revised and/or expanded. Accordingly, from time to time the Company is required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB. The impact of accounting pronouncements that have been issued but not yet implemented and are applicable to the Company is disclosed in Note 1 of the Notes to the Consolidated Financial Statements. The pronouncements expected to have the most significant impact on the Company's financial position or results of operations are outlined below.
In June 2016, the FASB issued Accounting Standard Update (ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The amendments in this update require a financial asset (or a group of financial assets) measured on an amortized cost basis to be presented net of an allowance for current expected credit losses in order to reflect the amount expected to be collected on the financial asset(s). The Company currently estimates the after-tax net impact from the adoption of ASU 2016-13 at a $56 million decrease to retained earnings, which primarily relates to loans and loan receivables. The amendments are effective for fiscal years beginning after December 15, 2019.

26



Additionally, in August 2018 the FASB issued ASU 2018-12, Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts. The amendments in this update will significantly change how insurers account for long-duration contracts. Among the issues addressed in the amendments is the requirement to review and, if there is a change, update cash flow assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly. The Company anticipates that the requirement to review and update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes, and controls, while the requirement to update the discount rate will have a significant impact on the other comprehensive income component of its equity. The amendments are effective for fiscal years beginning after December 15, 2021. See Critical Accounting Estimates section of Item 7. MD&A in this report.

Changes to accounting standards could have a material adverse effect on the Company's results of operations and financial condition. For information on new accounting pronouncements and the impact, if any, on the Company's financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements in this report.

The Company faces risks related to litigation, regulatory investigations and inquiry and other matters.
Insurance Premiums
The growthCompany is a defendant in various lawsuits considered to be in the normal course of earned premiumsbusiness. The final results of any litigation cannot be predicted with certainty, and plaintiffs may seek very large amounts in class actions or other litigation. Although some of this litigation is directly affectedpending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, the Company believes the outcome of pending litigation will not have a material adverse effect on its financial position, results of operations, or cash flows. However, a substantial legal liability or a significant federal, state or other regulatory action against the Company, as well as regulatory inquiries or investigations, could harm the Company's reputation, result in changes in operations, result in material fines or penalties, result in significant costs due to legal fees, settlements or judgments against the Company, or otherwise have a material adverse effect on the Company's business, financial condition and results of operations. Without limiting the foregoing, the litigation and regulatory matters the Company is, has been, or may become, subject to include matters related to sales agent recruiting, policy sales practices, claim payments and procedures including denial or delay of benefits, material misstatements or omissions in the Company's financial reports or other public statements, and/or corporate governance, corporate culture or business ethics matters. Further, the Company may be subject to claims of or litigation regarding sexual or other forms of misconduct or harassment, or discrimination on the basis of race, color, national origin, religion, gender, or other bases, notwithstanding that the Company's Code of Business Conduct and Ethics prohibits such harassment and discrimination by its employees, the Company has ongoing training programs and provide opportunities to report claims of noncompliant conduct, and it investigates and may take disciplinary action regarding alleged harassment or discrimination. Any violations of or deviation from laws, regulations, internal or external codes or standards of normative behavior, or perceptions of such violations or deviations, by the changeCompany's employees or by independent sales agents could adversely impact the Company's reputation and brand value, financial condition and results of operations.

Allegations or determinations of agent misclassification could adversely affect the Company’s results of operations, financial condition and liquidity.

A majority of the Company's U.S. sales force is, and has historically been, comprised of independent agents. While the Company believes that it has properly classified such agents as independent contractors, the Company may be subject to claims, regulatory action by state or federal departments of labor or tax authorities or litigation asserting that such agents are employees. The laws and regulations governing the classification of workers in premiumsthe U.S. may be changed or interpreted differently compared to past interpretations, including in states where the Company generates significant sales through independent agents. An allegation or determination that independent agents in the Company’s U.S. sales force have been misclassified as independent contractors could result in changes in the Company’s operations and byU.S. business model, result in material fines or penalties, result in significant costs due to legal fees, settlements or judgments against the change in weighted-average yen/dollar exchange rates. Consolidated earned premiums were $19.2 billion in 2016, $17.6 billion in 2015, and $19.1 billion in 2014. For additional informationCompany, or otherwise have a material adverse effect on the compositionCompany's business, results of earned premiumsoperation, financial condition and liquidity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.


27



ITEM 2. PROPERTIES

In the U.S., Aflac owns land and buildings that comprise two primary campuses located in Columbus, Georgia. These campuses include buildings that serve as the Company's worldwide headquarters and house administrative support and information technology functions for U.S. operations. Aflac leases office space in Columbia, South Carolina, which houses the Company's CAIC subsidiary (branded as Aflac Group Insurance). Aflac also leases office space in New York that houses the Company's Global Investment division. Aflac also leases administrative office space throughout the U.S., Puerto Rico and the United Kingdom.
In Tokyo, Japan, Aflac has three primary campuses. The first campus includes a building, owned by segment, seeAflac, for the customer call center, the claims department, information technology departments, and training facility. It also includes a leased property, which houses Aflac Japan's policy administration and customer service departments. The second campus comprises leased space, which serves as Aflac Japan's headquarters and houses administrative and investment support functions. The third campus comprises leased space for the information technology departments. Aflac also leases additional office space in Tokyo, along with regional offices located throughout the country.
ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


28



PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information

Aflac Incorporated's common stock is principally traded on the New York Stock Exchange under the symbol AFL. Until the beginning of October 2019, Aflac Incorporated's stock was also listed on the Tokyo Stock Exchange under designator 8686.

Holders

As of February 12, 2020, there were 86,223 holders of record of the Company's common stock.

29



Stock Performance Graph
The following graph compares the five-year performance of the Company's common stock to the Standard & Poor's 500 Index (S&P 500) and the Standard & Poor's Life and Health Insurance Index (S&P Life and Health). The Standard & Poor's Life and Health Insurance Index includes: Aflac Incorporated, Globe Life Inc., Lincoln National Corporation, MetLife Inc., Principal Financial Group Inc., Prudential Financial Inc. and Unum Group.

jpeglinegraph.jpg

Performance Graphic Index
December 31,
 2014
 2015
 2016
 2017
 2018
 2019
Aflac Incorporated100.00
 100.52
 119.73
 154.45
 164.04
 194.48
S&P 500100.00
 101.38
 113.51
 138.29
 132.23
 173.86
S&P Life & Health Insurance100.00
 93.69
 116.98
 136.20
 107.91
 132.92
Copyright© 2020 Standard & Poor’s, a division of S&P Global. All rights reserved.

30



Issuer Purchases of Equity Securities
During the year ended December 31, 2019, the Company repurchased shares of Aflac common stock as follows:
PeriodTotal
Number of
Shares
Purchased
 Average
Price Paid
Per Share
 Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 Maximum    
Number of    
Shares that    
May Yet Be    
Purchased    
Under the    
Plans or    
Programs    
 
January 1 - January 31 4,465,400
   $46.44
   4,465,400
   64,582,487
  
February 1 - February 28 4,170,417
   48.65
   3,624,583
   60,957,904
  
March 1 - March 31 2,162,830
   49.50
   2,147,500
   58,810,404
  
April 1 - April 30 2,177,000
   49.21
   2,177,000
   56,633,404
  
May 1 - May 31 2,813,277
   50.99
   2,812,850
   53,820,554
  
June 1  - June 30 1,964,259
   54.44
   1,952,000
   51,868,554
  
July 1 - July 31 1,360,017
   54.33
   1,360,017
   50,508,537
  
August 1 - August 31 2,491,225
   51.22
   2,483,400
   48,025,137
  
September 1  - September 30 2,111,075
   51.81
   2,103,600
   45,921,537
  
October 1 - October 31 2,476,152
   52.43
   2,476,100
   43,445,437
  
November 1 - November 30 1,938,000
   54.03
   1,938,000
   41,507,437
  
December 1  - December 31 4,456,463
   52.92
   4,453,824
   37,053,613
  
Total 32,586,115
 
(1) 
 $50.82
   31,994,274
   37,053,613
  
(1)During the year ended December 31, 2019, 591,841 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its Board of Directors.

31



ITEM 6.     SELECTED FINANCIAL DATA

Aflac Incorporated and Subsidiaries
Years Ended December 31,
(In millions, except for share and per-share amounts)2019 2018 2017 2016 2015
Revenues:         
Net premiums, principally supplemental
health insurance
$18,780
 $18,677
 $18,531
 $19,225
 $17,570
Net investment income3,578
 3,442
 3,220
 3,278
 3,135
Realized investment gains (losses)(135) (430) (151) (14) 106
Other income84
 69
 67
 70
 61
Total revenues22,307
 21,758
 21,667
 22,559
 20,872
Benefits and expenses:         
Benefits and claims, net11,942
 12,000
 12,181
 12,919
 11,746
Expenses5,920
 5,775
 5,468
 5,573
 5,264
Total benefits and expenses17,862
 17,775
 17,649
 18,492
 17,010
Pretax earnings4,445
 3,983
 4,018
 4,067
 3,862
Income taxes1,141
 1,063
 (586) 1,408
 1,329
Net earnings$3,304
 $2,920
 $4,604
 $2,659
 $2,533
Share and Per-Share Amounts         
Net earnings (basic)$4.45
 $3.79
 $5.81
 $3.23
 $2.94
Net earnings (diluted)4.43
 3.77
 5.77
 3.21
 2.92
Cash dividends paid1.08
 1.04
 .87
 .83
 .79
Cash dividends declared1.08
 1.04
 .87
 .83
 .79
Weighted-average common shares used for basic
EPS (In thousands)
742,414
 769,588
 792,042
 822,942
 861,307
Weighted-average common shares used for diluted
EPS (In thousands)
746,430
 774,650
 797,861
 827,841
 866,344
Supplemental Data         
Yen/dollar exchange rate at year-end (yen)109.56
 111.00
 113.00
 116.49
 120.61
Weighted-average yen/dollar exchange rate (yen)109.07
 110.39
 112.16
 108.70
 120.99



32



Aflac Incorporated and Subsidiaries
December 31,
(In millions)2019 2018 2017 2016 2015
Assets:         
Investments and cash$138,091
 $126,243
 $123,659
 $116,361
 $105,897
Other14,677
 14,163
 13,558
 13,458
 12,359
Total assets$152,768
 $140,406
 $137,217
 $129,819
 $118,256
Liabilities and shareholders’ equity:         
Policy liabilities$106,554
 $103,188
 $99,147
 $93,726
 $87,631
Income taxes5,370
 4,020
 4,745
 5,387
 4,340
Notes payable and lease obligations (1)
6,569
 5,778
 5,289
 5,360
 4,971
Other liabilities5,316
 3,958
 3,438
 4,864
 3,606
Shareholders’ equity28,959
 23,462
 24,598
 20,482
 17,708
Total liabilities and shareholders’ equity$152,768
 $140,406
 $137,217
 $129,819
 $118,256
(1) See Note 21 of the Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 2019 related to leases.
Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.



33



ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Certain statements included in this report.section constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. The following table presentsCompany’s actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking statements. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the changes in annualized premiums in force for Aflac's insurance business for the years ended December 31.
“Risk Factors” and “Forward-Looking Statements” sections herein.
(In millions)2016 2015 2014
Annualized premiums in force, beginning of year$19,173
 $18,894
 $20,440
New sales, including conversions2,527
 2,484
 2,513
Change in unprocessed new sales(46) (41) 13
Premiums lapsed and surrendered(2,102) (2,104) (2,146)
Other(351) (56) (29)
Foreign currency translation adjustment483
 (4) (1,897)
Annualized premiums in force, end of year$19,684
 $19,173
 $18,894

Japan
We translate Aflac Japan's annualized premiums in force into dollars at the respective end-of-period exchange rates. Changes in annualized premiums in force are translated at weighted-average exchange rates. The following table presents the changes in annualized premiums in force for Aflac Japan for the years ended December 31.
  In Dollars In Yen
(In millions of dollars and billions of yen)2016 2015 2014 2016
 2015
 2014
Annualized premiums in force, beginning of year$13,413
 $13,226
 $14,870
 1,617
 1,594
 1,567
New sales, including conversions1,045
 997
 1,080
 114
 121
 115
Change in unprocessed new sales(46) (41) 13
 (5) (5) 1
Premiums lapsed and surrendered(623) (578) (695) (68) (70) (74)
Other(484) (187) (145) (52) (23) (15)
Foreign currency translation adjustment483
 (4) (1,897) 0
 0
 0
Annualized premiums in force, end of year$13,788
 $13,413
 $13,226
 1,606
 1,617
 1,594
For further information regarding Aflac Japan's financial results and sales, see the Aflac Japan Segment subsection of MD&A in this report.OVERVIEW

U.S.
The following table presentsfinancial review provides a discussion of the changesCompany’s results of operations and financial condition, as well as a summary of the Company’s critical accounting estimates. This section should be read in annualized premiumsconjunction with Part I - Item 1. Business and the audited consolidated financial statements and accompanying notes included in force for Aflac U.S. forPart II - Item 8. Financial Statements and Supplementary Data of this report. This MD&A is divided into the years ended December 31.
(In millions)2016 2015 2014
Annualized premiums in force, beginning of year $5,760
   $5,668
   $5,570
 
New sales, including conversions 1,482
   1,487
   1,433
 
Premiums lapsed (1,479)   (1,526)   (1,451) 
Other 133
   131
   116
 
Annualized premiums in force, end of year $5,896
   $5,760
   $5,668
 

2



For further information regarding Aflac's U.S. financial results and sales, see the Aflac U.S. Segment subsection of MD&A in this report.

Insurance Productsfollowing sections:
 Aflac JapanAflac U.S.Page
Third Sector InsuranceCancer
CancerAccident
MedicalShort-Term Disability
Income SupportCritical Illness
First Sector InsuranceHospital Indemnity
LifeDental
ProtectionVision
TermLife (Term, Whole)
Whole
Savings
Hybrid (WAYS)
Child Endowment


The Company elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented in Item 8. Financial Statements and Supplementary Data. Readers should refer to Item 7. 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, 2018, filed on February 25, 2019, for reference to discussion of the year ended December 31, 2017, the earliest of the three years presented. Amounts reported in this MD&A may not add due to rounding.


34



EXECUTIVE SUMMARY

For the full year of 2019, total revenues were up 2.5% to $22.3 billion, compared with $21.8 billion for the full year of 2018. Net earnings were $3.3 billion, or $4.43 per diluted share, compared with $2.9 billion, or $3.77 per diluted share, for the full year of 2018.

Results for 2019 included pretax net realized investment losses of $135 million, compared with net realized investment losses of $430 million in 2018. Net investment losses in 2019 included $31 million of other-than-temporary impairment losses and changes in loan loss reserves; $236 million in net losses from certain derivatives and foreign currency gains or losses; $101 million of net gains on equity securities; and $31 million of net gains from sales and redemptions.

The average yen/dollar exchange rate(1) in 2019 was 109.07, or 1.2% stronger than the rate of 110.39 in 2018.

Adjusted earnings(2) for the full year of 2019 were $3.3 billion, or $4.44 per diluted share, compared with $3.2 billion, or $4.16 per diluted share, in 2018. The stronger yen/dollar exchange rate impacted adjusted earnings per diluted share by $.02.

Total investments and cash at the end of December 2019 were $138.1 billion, compared with $126.2 billion at December 31, 2018. In 2019, Aflac Incorporated repurchased $1.6 billion, or 32.0 million of its common shares. At the end of December, the Company had 37.1 million remaining shares authorized for repurchase.

Shareholders’ equity was $29.0 billion, or $39.84 per share, at December 31, 2019, compared with $23.5 billion, or $31.06 per share, at December 31, 2018. Shareholders’ equity at December 31, 2019 included a net unrealized gain on investment securities and derivatives of $8.5 billion, compared with a net unrealized gain of $4.2 billion at December 31, 2018. Shareholders’ equity at December 31, 2019 also included an unrealized foreign currency translation lossof $1.6 billion, compared with an unrealized foreign currency translation loss of $1.8 billion at December 31, 2018. The annualized return on average shareholders’ equity in 2019 was 12.6%.

Shareholders’ equity excluding accumulated other comprehensive income (AOCI)(2) (adjusted book value) was $22.3 billion, or $30.74 per share at December 31, 2019, compared with $21.3 billion, or $28.22 per share, at December 31, 2018. The annualized adjusted return on equity excluding foreign currencyimpact(2) in 2019 was 15.1%.

INDUSTRY TRENDS

The Company is impacted by financial markets, economic conditions, regulatory oversight and a variety of trends that affect the industries where it competes.

Financial and Economic Environment

The Company’s business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio and its insurance liabilities and derivatives are sensitive to changing market factors. See Item 1A. Risk Factors for the risk factor entitled, "Difficult conditions in global capital markets and the economy could have a material adverse effect on the Company's investments, capital position, revenue, profitability, and liquidity and harm the Company's business."

Demographics

Japan Business - With Japan’s aging population and the rise in healthcare costs, supplemental health care insurance products remain attractive. However, due to the aging population and decline in birthrate, new opportunities for customer demographics are not as readily available. Japan’s existing customers and potential customers seek products that are easily understood, cost-effective and can be accessed through technology-enabled devices.






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

35



U.S. Business - Customer demographics continue to evolve and new opportunities present themselves in different customer segments such as the millennial and multicultural markets. Customer expectations and preferences are changing. Trends indicate existing customers and potential customers seek cost-effective solutions that are easily understood and can be accessed through technology-enabled devices. Additionally, income protection and the health needs of retiring baby boomers are continuing to shape the insurance industry.

Regulatory Environment

See Item 1. Business - Aflac U.S. Regulation and Aflac Japan Regulation for a discussion of regulatory developments that may impact the Company and the associated risks.

Competitive Environment

See Item 1. Business - Aflac U.S. Competition and Aflac Japan Competition for a discussion of the competitive environment and the basis on which the Company competes in each of its segments.

2020 OUTLOOK

The Company’s strategy to drive long-term shareholder value is to pursue growth through product development, distribution expansion and digital advancements to improve the customer experience.

The Company's objectives in 2020 are to maintain strong pre-tax margins in its Aflac Japan and Aflac U.S. segments through disciplined product pricing, stable investment returns and leveraging a period of favorable benefit ratios to invest in its platform for future growth and efficiency. The Company believes that its market-leading position, powerful brand recognition and diverse distribution in Japan and the U.S. will provide support toward these objectives.

The Company believes that its efforts will support its prudent strategies for capital deployment in the form of dividends, share repurchases, and opportunistic investments that enhance the Company’s business with a focus on digital distribution and leveraging the Company’s brand, distribution and scale. The Company has stated that the dividend payout ratio from its Aflac Japan segment is likely to be to 100% of FSA earnings from Aflac Japan and 100% of U.S. statutory earnings from Aflac U.S. In its Aflac U.S. segment, the Company plans to maintain a risk-based capital (RBC) ratio in the 500% range for 2020.

Aflac Japan's insuranceJapan Segment
In Japan, the Company anticipates that the shift in earned premium from first sector savings products are designed to help consumers pay for medical and nonmedical costs that are not reimbursed under Japan's national health insurance system. Changes in Japan's economy and an aging population have put increasing pressure on Japan's national health care system. As a result, more costs have been shifted to Japanese consumers, who in turn have become increasingly interested in insurance products that help them manage those costs. Aflac Japan has responded to this consumer need by enhancing existing products and developing new products.
The foundation of Aflac Japan's product portfolio has been, and continues to be, our third sector cancer and medical insuranceproducts and first sector protection products, will continue to result in moderately lower benefit ratios in the Aflac Japan segment. The Company also expects this shift in business mix, plus continued investment in IT and digital advancements, to result in moderately higher expense ratios for Aflac Japan. The Company anticipates the Japan segment will face revenue challenges in 2020 due to the run-off and paid-up status of first sector savings and third sector products. Aflac pioneeredThe Company expects a decline in the cancer insurance marketrange of .7% in third sector and first sector protection earned premium for 2020. In addition, net investment income is expected to decline modestly as compared to 2019, due in part to the low interest rate environment in Japan and de-risking of the portfolio, partially offset by lower hedge cost as a result of a reduction in 1974,the hedge ratio in the fourth quarter of 2019.

Aflac U.S. Segment
The Company expects the profit margins for the Aflac U.S. segment to remain strong, providing a prudent opportunity to reinvest profits back into the U.S. business. The Company anticipates that in 2020, benefit ratios in the U.S. will remain stable and we remain the number one provider of cancer insurance in Japan today. Over the years, we’ve customized our cancer insurance product to respond to, and anticipate, the needs of our consumers and the advances in medical treatments. The cancer insurance plans we offer in Japan provide a lump-sum benefit upon initial diagnosis of internal cancer and benefits for treatment received due to internal cancer such as fixed daily benefits for hospitalization, outpatient services and convalescent care, and surgical and terminal care benefits. In September 2014, Aflac Japan introduced New Cancer DAYS, a new cancer insurance product which provides enhanced coverage, including outpatient treatments and multiple cancer occurrence benefits. At the same time, premiums for this product have been lowered for most ages compared to prior plans. In October 2014, Aflac Japan introduced a unique Aflac-branded cancer insurance product for Japan's postal system, Japan Post (see the Distribution - Japan section for background information). In March 2016, we launched a cancer insurance product that offers protection to customers who have survived cancer. As the number one provider of cancer insurance in Japan, we believe these products further strengthen our brand, and most importantly, provide valuable benefits to consumers who are looking for solutions to manage cancer-related costs.

In early 2002, we introduced EVER, a stand-alone, whole-life medical insurance product which offers a basic level of hospitalization coverage with an affordable premium. Since its initial introduction, we have expanded our suite of EVER product offerings to appeal to specific types of Japanese consumers and achieve greater market penetration. In June 2015, we upgraded our EVER insurance product to include riders to be associated with three critical illnesses (cancer, heart attack, and stroke) to better respond to consumer’s needs for coverage of serious illnesses. These riders provide policyholders with a benefit upon the diagnosis for those three critical illnesses, waiver of premium payment thereafter and unlimited hospital days for such critical illnesses. Gentle EVER, our non-standard medical insurance product, is designed to meet the needs of certain consumers who cannot qualify for our base EVER plan. An upgrade to our Gentle EVER insurance product, released in July 2012, included expanded benefits and an attached advanced medical care rider.In March 2016, we made revisions to our Gentle EVER insurance product to enhance its alignment with changing customer needs.


3



We believe that the affordable cancer and medical insurance products Aflac Japan providesexpense ratios will continue to be an important part of our product portfolio. Nevertheless, as we continue our long history of product innovation, Aflac Japan's product portfolio has expanded beyond traditional health-related products.

In July 2016, we launched a new third sector product called Income Support Insurance. This product provides fixed-benefit amounts in the event that a policyholder is unable to work due to significant illness or injury and was developed to supplement the disability coverage within Japan’s social security system. This product targets young to middle-aged consumers, and by focusing our efforts on this demographic, we believe we are building relationships that lay the groundwork for the sale of our cancer and medical insurance later in life to the Income Support policyholders.

While Aflac Japan continues to offer life insurance and other first sector products, we have decreased sales of first sector savings products, such as WAYS, child endowment and annuities, in 2016elevated in light of investments into U.S. platforms in both the negative interest-rate environmentindividual and group channels. The Company expects Aflac U.S. to generate earned premium growth in Japan. We continuethe range of 1% in 2020. Net investment income is expected to monitordecline modestly, primarily as the result of the Company’s implemented U.S. capital and RBC draw-down plan.

Corporate and Other Segment
The Company expects corporate segment results to benefit from net investment income driven by increased capital and liquidity held at the Parent Company, as well as the increase in size of the Company’s enterprise currency hedging strategy. The anticipated increase in investment income is expected to be partially offset by increased costs associated with continued investment in Aflac Corporate Ventures initiatives.

36




For important disclosures applicable to statements made in this 2020 Outlook, please see the Risk Factors section and the statement on Forward-Looking Information at the beginning of Item 1. Business, the Risk Factors identified in Item 1A. and Item 7. Management Discussion and Analysis.

RESULTS OF OPERATIONS

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

Yen–denominated income statement accounts are translated to U.S. dollars using a weighted average Japanese yen/U.S. dollar foreign exchange rate, except realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen–denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.

The following discussion includes references to the Company's performance measures, adjusted earnings, adjusted earnings per diluted share, and amortized hedge costs/income, which are not calculated in accordance with U.S. GAAP (non-U.S. GAAP). These measures exclude items that the Company believes may obscure the underlying fundamentals and trends in the Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with its insurance operations. The Company's management uses adjusted earnings and adjusted earnings per diluted share to evaluate the financial performance of its insurance operations on a consolidated basis, and the Company believes that a presentation of these measures is vitally important to an understanding of its underlying profitability drivers and trends of its insurance business. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.

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

Adjusted earnings are the profits derived from operations.The most comparable U.S. GAAP measure is net earnings. Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect the Company's underlying business performance.

Adjusted earnings per share (basic or diluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.

Amortized hedge costs/income represent costs/income incurred or recognized in using foreign currency forward
contracts to hedge certain foreign exchange risks in the Company's Japan segment (costs) or in the Corporate and Other segment (income). These amortized hedge costs/income are derived from the difference between the foreign currency spot rate at time of trade inception and the contractual foreign currency forward rate, recognized on a straight line basis over the term of the hedge. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income.

Adjusted earnings and adjusted earnings per diluted share excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior year period, which eliminates fluctuations driven solely by yen-to-dollar currency rate changes.


37



Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the average dollar/yen exchange rate for the comparable prior year period.

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

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding the impact of the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings, divided by average shareholders’ equity, excluding AOCI. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

The following table is a reconciliation of items impacting adjusted earnings and adjusted earnings per diluted share to the most directly comparable U.S. GAAP measures of net earnings and net earnings per diluted share, respectively, for the years ended December 31.
Reconciliation of Net Earnings to Adjusted Earnings(1)
 In Millions Per Diluted Share
 2019 2018 2019 2018
Net earnings$3,304
 $2,920
 $4.43
 $3.77
Items impacting net earnings:       
Realized investment (gains) losses (2),(3),(4),(5)
15
 297
 .02
 .38
Other and non-recurring (income) loss1
 75
 .00
 .10
Income tax (benefit) expense on items
excluded from adjusted earnings
(3) (83) .00
 (.11)
Tax reform adjustment (6)
(4) 18
 (.01) .02
Adjusted earnings3,314
 3,226
 4.44
 4.16
Current period foreign currency impact (7)
(15) N/A
 (.02) N/A
Adjusted earnings excluding current period
foreign currency impact
$3,299
 $3,226
 $4.42
 $4.16
(1) Amounts may not foot due to rounding.
(2) Amortized hedge costs of $257 in 2019 and $236 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as a decrease to net investment income. See "Hedge Costs/Income" discussion below for further information.
(3)Amortized hedge income of $89 in 2019 and $36 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as an increase to net investment income. See "Hedge Costs/Income" discussion below for further information.
(4) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount for 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(5) A gain of $66 in 2019 and $67 in 2018, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of interest expense.
(6) The impact of Tax Reform was adjusted in 2018 for return-to-provision adjustments, various amended returns filed by the company, and final true-ups of deferred tax liabilities. Further impacts were recorded in 2019 a result of additional guidance released by the IRS.
(7) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.

Reconciling Items

Realized Investment Gains and Losses

The Company's investment strategy is to invest primarily in fixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. The Company does not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The realization of investment gains and losses is independent of the underwriting and administration of the Company's insurance products. Realized investment gains and

38



losses include securities transactions, impairments, changes in loan loss reserves, derivative and foreign currency activities and changes in fair value of equity securities.
Securities Transactions, Impairments, and Gains (Losses) on Equity Securities

Securities transactions include gains and losses from sales and redemptions of investments where the amount received is different from the amortized cost of the investment. Impairments include other-than-temporary-impairment losses on investment securities as well as changes in loan loss reserves for loan receivables. Starting in the first quarter of 2018, gains and losses from changes in fair value of equity securities are recorded in earnings.
Certain Derivative and Foreign Currency Gains (Losses)

The Company's derivative activities include foreign currency forwards and options on certain fixed maturity securities; foreign currency forwards and options that economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long-term exposure to a weakening yen; foreign currency swaps associated with certain senior notes and subordinated debentures; foreign currency swaps and credit defaults swaps held in consolidated variable interest entities (VIEs); interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments; and interest rate swaptions to hedge changes in the fair value associated with interest rate changes for certain dollar-denominated available-for-sale securities. Gains and losses are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. The Company also excludes the accounting impacts of remeasurement associated with changes in the yen/dollar exchange rate from adjusted earnings. Amortized hedge costs/ income related to certain foreign currency exposure management strategies (see Amortized Hedge Cost/Income section below), and net interest cash flows from derivatives associated with certain investment strategies and notes payable are reclassified from realized investment gains (losses) and included in adjusted earnings.

Amortized hedge costs/income can fluctuate based upon many factors, including the derivative notional amount, the length of time of the derivative contract, changes in both U.S. and Japan interest rates, and their effects on our first sector business. We believe thatsupply and demand for dollar funding. Amortized hedge costs and income have fluctuated in recent periods due to changes in the measures takenpreviously mentioned factors. For additional information regarding foreign currency hedging, refer to date, including lowering assumed interest rates or increasing premiums, are appropriateHedging Activities in response to interest rates and that life insurance continues to provide cross-selling opportunities for our third sector products such as cancer and medical insurance. Some of the life insurance products that we offer in Japan provide death benefits and cash surrender values. These products are available as stand-alone policies and riders, providing a mix of term and whole life coverage. Our WAYS insurance product has features that allow policyholders to convert a portion of their life insurance to medical, nursing care, or fixed annuity benefits at a predetermined age. In November 2016, we lowered the assumed interest rate for WAYS reflecting the continued low interest rate environment, consistent with our desire to de-emphasize first-sector sales and bolster profitability. Also in November 2016, Aflac Japan halted the offering of traditional fixed-income annuities. Aflac Japan's child endowment insurance product offers a death benefit until a child reaches age 18. It also pays a lump-sum benefit at the time of the child's entry into high school, as well as an educational annuity for each of the four years during his or her college education. In January 2017, we increased the premium levelInvestments section of this product reflecting the continued low interest rate environment.MD&A.


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

Other and Non-recurring Items

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

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

Nonrecurring items also include conversion costs related to legally converting the Company's Japan business to a subsidiary; these costs primarily consist of expenditures for legal, accounting, consulting, integration of systems and processes and other similar services. These Japan branch conversion costs were an immaterial amount for the year-ended December 31, 2019 and $75 million for the year-ended December 31, 2018.

Income Taxes

The Company's combined U.S. and Japanese effective income tax rate on pretax earnings was 25.7% in 2019 and 26.7% in 2018. The decrease in the U.S. federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 drove the reduction in the effective tax rate for 2019 and 2018. Total income taxes were $1.1 billion in both 2019 and 2018. Japanese income taxes on Aflac Japan's productsresults account for most of the Company's consolidated income tax expense.

39



For further information, see the Aflac Japan Segment subsection of MD&A"Critical Accounting Estimates - Income Taxes" in this report.

U.S.
We design our U.S. insurance products to provide supplemental coverage for people who already have major medical or primary insurance coverage. Most of our U.S. policies are individually underwrittenMD&A, and marketed through independent agents. Additionally, we started to market and administer group insurance products in 2009.

Our individually issued policies are portable and pay benefits regardless of other insurance. Most products' benefits are paid in cash directly to policyholders; therefore, our customers have the opportunity to use this cash to help with expenses of their choosing. Our individually issued health insurance plans are typically guaranteed-renewable for the lifetimeNote 10 of the policyholder (to age 75Notes to the Consolidated Financial Statements for short-term disability policies).additional information.


Aflac U.S. offers short-term disability benefits on both an individual and group basis. In 2013 and 2014, we introduced a completely redesigned group short-term disability product with enhanced benefit options and higher income replacement amounts.

Aflac U.S. offers accident coverage on both an individual and group basis. These policies are designed to protect against losses resulting from accidents. The accident portion of the policy includes lump-sum benefits for accidental death, dismemberment and specific injuries as well as fixed benefits for hospital confinement. In 2015, we introduced a new individual accident plan with new benefits for home modifications, improved wellness benefits and a new benefit that provides an additional payout for injuries related to participations in an organized sporting activity.

Aflac U.S. offers coverage for critical care on both an individual and group basis. These policies are designed to protect against losses resulting from critical illnesses such as heart attack, stroke, or cancer. On an individually underwritten basis we offer cancer plans, critical illness plans, and critical care and recovery plans (formerly called specified health event). On a group basis we offer critical illness plans. In 2015, an updated group critical illness plan was introduced that provides benefits for 30 additional conditions in addition to more consumer options.
Aflac U.S. offers hospital indemnity coverage on both an individual and group basis. Our hospital indemnity products provide policyholders fixed dollar benefits triggered by hospitalization due to accident or sickness, or just sickness alone. Indemnity benefits for inpatient and outpatient surgeries, as well as various other diagnostic events, are also available. We also offer a lump sum rider than can be added to our individual accident, short-term disability and hospital indemnity

4



products. This rider, where available, provides a lump sum payment for a range of critical illness events including traumatic brain injury, Type 1 diabetes, advanced Alzheimer’s disease and many more. In January 2016, a new group hospital indemnity plan was introduced that includes 11 new benefits, including telemedicine and health screening. This plan provides flexibility, allowing our clients to personalize their plan designs to complement the underlying medical coverage that is offered to employees.

Aflac U.S. offers additional coverages to those listed above, including dental, vision and life policies. Aflac U.S. offers fixed-benefit dental coverage on both an individual and group basis. Aflac U.S. offers Vision NowSM, an individually issued policy which provides benefits for serious eye health conditions and loss of sight as well as coverage for corrective eye materials and exam benefits. Aflac U.S. also offers term- and whole-life policies on both an individual and group basis.

For additional information on Aflac's U.S. products and composition of sales, see the Aflac U.S. Segment subsection of MD&A in this report.

Distribution Channels

Aflac JapanAflac U.S.
Individual/ Independent Corporate Agencies

Independent Associates


Affiliated Corporate AgenciesBrokers
Banks

Japan

The traditional channels through which we have sold our products consist ofTraditional Sales ChannelThis distribution channel includes individual agents/agencies, independent corporate agencies and affiliated corporate agencies. TheAflac Japan was represented by more than 9,000 sales agencies at the end of 2019, with more than 109,000 licensed sales associates employed by those agencies, including individual agencies and independent corporate agencies that sell our products give us better access to workers at a vast number of small businessesagencies.

BanksConsumers in Japan. Agents' activities are primarily focusedJapan rely on insurance sales, with customer service support provided by the Aflac Contact Center. Affiliated corporate agencies are originally formed when companies establish subsidiary businesses to sell our insurance products to their employees as part of a benefit package, and then expand to sell our products to other parties such as suppliers and customers. These agencies help us reach employees at large worksites, and some of them are also successful in approaching customers outside their business groups. We believe that new agencies will continue to be attracted to Aflac Japan's competitive commissions, attractive products, superior customer service and strong brand image.

We have sold our products to employees of banks since our entry into Japan in 1974. However, December 2007 marked the first time it was permissible for banks to sell our type ofprovide not only traditional bank services, but also as one key source to provide insurance products to their customers.solutions and other services. By the end of 2016, we2019, Aflac Japan had agreements with approximately 90% of the total number of banks in Japan to sell ourits products. We believe we have more banks selling our supplemental health insurance products than any of our competitors. Japanese consumers rely on banks to provide traditional bank services,

Dai-ichi LifeAflac Japan's alliance with Dai-ichi Life was launched in 2001, and also to provide insurance solutions and other services. We believe our long-standing and strong relationships within the Japanese banking sector, along with our strategic preparations, have proven to be an advantage, particularly starting when this channel opened up for ourapproximately 40,000 Dai-ichi Life representatives offer Aflac's cancer products. Our partnerships throughout the banking sector provide us with a wider demographic of potential customers than we would otherwise have been able to reach, and it also allows banks to expand their product and service offerings to consumers.
In 2005, legislation aimed at privatizing Japan's postal system (Japan Post) was enacted into law. The privatization laws split
Japan Post into four operating entities that began operatingGroupAflac Japan's alliance with Japan Post Group was launched in October 2007. In 2007, one2008. After the alliance strengthened in 2013, the number of these entities selectedpostal outlets of Japan Post Co. Ltd. (JPC) selling Aflac Japan's cancer product increased to more than 20,000 since 2015. Japan Post Insurance Co., Ltd. (JPI) offers Aflac Japan as its provider of cancer insurance to be soldproducts through its post offices, and, in 2008, we began selling cancer insurance through these post76 directly managed sales offices. Japan Post has historically beenIn 2018, the Company’ entered a popular place for consumers to purchase insurance products. Legislation to reform the postal system passed Japan’s legislature, the Diet, in April 2012 and resulted in the merger of two of the postal operating entities (the one that delivers the mail and the one that runs the post offices) in October 2012. In July 2013, Aflac Japan entered into a new agreementstrategic alliance with Japan Post Holdings to further expandCo., Ltd. (Japan Post Holdings), the partnership that was established in 2008. At the endparent company of June 2014,Japan Post Co. Ltd (JPC) and Japan Post Insurance (Kampo) received approval from Japan’s primary insurance regulator,Co., Ltd. (JPI). See the Financial Services Agency (FSA), to enter"Aflac Japan Segment" subsection of MD&A for more about this alliance.

Daido LifeIn 2013, Aflac Japan and Daido Life Insurance entered into an agency contract with Aflac Japanagreement for Daido to begin distributingsell Aflac Japan's cancer insurance products through allspecifically to the Hojinkai market, which is an association of Kampo's 79 directly managed sales offices.small businesses. Currently, Daido also sells Aflac Japan has developed a unique Aflac-branded cancer insurance product for Japan Post and Kampo that was introduced in October 2014. In the fourth quarter of 2014, the number of postal outlets selling our cancer insurance products expanded to approximately 10,000, and beginning in July 2015, Japan Post expanded the number of post offices that offer Aflac'sJapan's cancer insurance products to more than 20,000 postal outlets. We believe this alliance with Japan Post, which is includedthe market in our affiliated corporate agencies distribution channel, has benefited and will further benefit our cancer insurance sales.

5




For additional information on Aflac Japan's distribution, see the Aflac Japan Segment subsection of MD&A in this report.
U.S.
As of December 31, 2016, our U.S. sales force was composed of sales associates and brokers who are licensed to sell accident and health insurance. Many are also licensed to sell life insurance.

Sales associates and brokers are independent contractors and are paid commissions based on first-year and renewal premiums from their sales of insurance products. In addition to receiving commissions on personal production, district and regional sales coordinators may also receive override commissions and incentive bonuses.
We believe that changes we made to our career and broker management infrastructure over the last 30 months are laying the foundation for expanded long-term growth opportunities. During 2014, Aflac U.S. implemented tactical initiatives centered around providing competitive compensation to our career agent sales hierarchy and positioning us to more effectively and consistently execute on the U.S. sales strategy across all states. These measures were designed to more effectively link sales management's success to Aflac's success. For example, we enhanced compensation through an incentive bonus for the first level of our sales management, district sales coordinators, who are primarily responsible for selling Aflac products and training new sales associates. Additionally, we eliminated the commission-based position of state sales coordinator. To better manage our state operations, we introduced the new position of market director, effective October 1, 2014. Market directors are salaried with the opportunity to earn sales-related bonuses. We believe these changes have enhanced and will continue to enhance performance management and better align compensation with new business results.

We concentrate on marketing our insurance products at the worksite. This method offers policies to individuals through employment, trade and other associations. Historically, our policies have been individually underwritten with premiums generally paid by the employee. Additionally, Aflac's individual policies are portable, meaning that individuals may retain their full insurance coverage upon separation from employment or such affiliation, generally at the same premium. We collect a major portion of premiums on such sales through payroll deduction or other forms of centralized billing. With our brokerage sales expansion and CAIC, branded as Aflac Group Insurance, we offer group voluntary insurance products desired by many large employers. These products are sold on a group basis and often have some element of guaranteed issue. Worksite marketing enables sales associates and brokers to reach a greater number of prospective policyholders and lowers distribution costs, compared with individually marketed business.

Aflac U.S. utilizes dual-channel distribution to market our insurance products to businesses of all sizes. Our career agent channel focuses on marketing Aflac to the small business market, which consists of employers with less than 100 employees. As such, we have aligned our recruiting, training, compensation, marketing and incentives for our career agents to encourage specific activity and sales of individual policies in this market. Our newest channel is the broker channel,tax payment association, which is a sales division of Aflac Group. The broker channel focuses on sellingnot-for-profit association for small businesses to the mid- and large-case market, which is comprised of employers with more than 100 employees and typically an average size of 1,000 employees or more. Since regional and national brokers have traditionally served the mid- and large-case market, the highly trained and experienced sales professionals of the broker channel are assigned a geographic market to strengthen relationships with the top brokers and sell Aflac products to their clients. As a result, we are represented on more than 80 benefit administration platforms, sometimes referred to as exchanges, of various brokers.support tax related matters.

For additional information on Aflac's U.S. distribution, see the Aflac U.S. Segment subsection of MD&A in this report.

6




Competition
Japan
In 1974, Aflac was granted an operating license to sell lifeThe Company competes with other insurance in Japan, making Aflac the second non-Japanese life insurance company to gain direct access to the Japanese insurance market. Through 1981, we faced limited competition for cancer insurance policy sales. However, Japan has experienced two periods of deregulation since we entered the market. The first came in the early 1980s, when nine mid-sized insurers, including domesticcarriers through policyholder service, price, product design and foreign companies, were allowed to sell cancer insurance products for the first time. The second period began in 2001 when all life and non-life insurers were allowed to sell stand-alone cancer and medical insurance productssales efforts, as well as other stand-alone health insurance products. As a result, the number of insurance companies offering stand-alone cancer and medical insurance has more than doubled since the deregulation of the Japan market was deregulated in 2001. However, based on ourAflac Japan's growth of annualized premiums in force and agencies, we dodiversified distribution network, the Company does not believe that ourAflac Japan's market-leading position has been significantly impacted by increased competition. Furthermore, we believethe Company believes the continued development and maintenance of operating efficiencies will allow usAflac Japan to offer affordable products that appeal to consumers. The Company believes Aflac is the largest life insurer in Japan in terms of cancer and medical policies in force. As of December 31, 2016, we exceeded 24 million individual policies in force in Japan.

Aflac has had substantial success selling cancer policies in Japan, with more than 15 millioncancer policies in force as of December 31, 2016. Aflac continued to be the number one seller of cancer insurance policies in Japan throughout 2016. We believe we will remain a leading provider of cancer and medical insurance coverage in Japan, principally due to ourits experience in the market, well-known brand, low-cost operations, expansive marketing system (see Distribution - Japan above) and product expertise.

We have also experienced substantial success selling medical insurance in Japan. While other companies have recognized the opportunities that we have seen in the medical insurance market and offered new products, we endeavor to make our products stand out for their value to consumers.

U.S.
Aflac competes against several voluntary supplemental insurance carriers on a national and regional basis. We believe our policies, premium rates, and sales commissions are competitive by product type. Moreover, we believe that Aflac products are distinct from competitive offerings given our product focus (including features, benefits, and our claims service model), distribution capabilities, and brand awareness. For many companies with which we compete, voluntary supplemental insurance products are sold as a secondary business. A growing number of major medical and life insurance carriers are also entering into the voluntary supplemental insurance market. For Aflac, supplemental insurance products are our primary business and are sold via a distribution network of independent sales associates and brokers (see U.S. Distribution above). Aflac's advertising campaigns have increased our name awareness and understanding by consumers and businesses of the value our products provide.

Both private and publicly-traded insurers offer major medical insurance for hospitalization and medical expenses. Much of this insurance is sold on a group basis to accounts that are both fully and self-insured. The federal and state governments also pay substantial costs of medical treatment through various programs. Major medical insurance generally covers a substantial portion of the medical expenses incurred by an insured. Aflac policies are designed to provide coverage that supplements major medical insurance by paying cash directly to the policyholder to use for expenses their major medical insurance is not designed to cover. Thus, we do not compete directly with major medical insurers except those who sell supplemental insurance products as a secondary business. Any reduction of coverage, increase in employee participation costs, or increased deductibles and copayments by major medical commercial or government insurance carriers could favorably affect our business opportunities. Since the implementation of the Affordable Care Act (ACA)beginning in 2010, some employers have shifted a larger burden of the cost of care to their employees, primarily through increases in premiums, copays, and/or deductibles. Since Aflac products provide an additional level of financial protection for policyholders, we believe the increased financial exposure some employees may face creates a favorable opportunity for our products. However, given the profitability erosion some major medical carriers are facing in their core lines of business, we have seen a more competitive landscape as they seek entry into Aflac's supplemental product segments in an effort to offset this impact.

One Day PaySM is a claims initiative that we have introduced at Aflac U.S. to process, approve and pay eligible claims in just one day. We believe that along with our brand and relevant products, this claims practice has helped Aflac stand out from competitors.


7



Investments and Investment Results
Net investment income was $3.3 billion in 2016, $3.1 billion in 2015 and $3.3 billion in 2014. The increase in the reported net investment income in U.S. dollar terms for 2016 compared to 2015 was primarily due totranslation of yen-denominated income. In 2016, we continued to address the challenge of investing in this low-interest-rate environment by increasing our allocation to higher yielding asset classes, while still adhering to our strategic asset allocation. For further information on our investments and investment results, see the Insurance Operations and Analysis of Financial Condition sections of MD&A and Notes 3, 4 and 5 of the Notes to the Consolidated Financial Statements in this report.


Regulation


Japan

Financial Services Agency (FSA)The financial and business affairs of Aflac Japan are subject to examination by Japan's FSA. Aflac Japan files annual reports and financial statements for the Japanese insurance operations based on a March 31 fiscal year end, prepared in accordance with Japanese regulatory accounting practices prescribed or permitted by the FSA. Japanese regulatory basis earnings are determined using accounting principles that differ materially from U.S. GAAP. For example, under Japanese regulatorygenerally

4





accepted accounting practices, policy acquisition costs are expensed immediately; policy benefit and claim reserving methods and assumptions are different; premium income is recognized on a cash basis; different consolidation criteria apply to variable interest entities (VIEs); different accounting applies to reinsurance; and investments can have a separate accounting classification and treatment referred to as policy reserve matching bonds (PRM)principles (U.S. GAAP). Capital and surplus of Aflac Japan, based on Japanese regulatory accounting practices, was $5.6$7.8 billion at December 31, 2016,2019, compared with $4.7$6.4 billion at December 31, 2015.2018. Two FSA regulations applicable to Aflac Japan are outlined below.


Privacy and Cybersecurity
With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the Act on the Protection of Personal Information (APPI) and guidelines issued by FSA and other governmental authorities. The FSA updated its guidelines regarding cybersecurity in October 2018.

FSA Solvency Standard
The FSA maintains a solvency standard, the solvency margin ratio (SMR), which is used by Japanese regulators to monitor the financial strength of insurance companies. As of December 31, 2016,2019, Aflac Japan's solvency margin ratio (SMR)SMR was 945%1,043%, compared with 828%965% at December 31, 2015.2018. Aflac Japan's SMR is sensitive to interest rate, credit spread and foreign exchange rate changes. In 2015, Aflac Japan made additional investments in yen-denominated public equity securities and in 2016 invested in U.S. dollar-denominated public equity securities, thereby adding sensitivity to equity market fluctuations. See the Liquidity and Capital Resources and Liquidity Sectionsection of the MD&A for a discussion of measures we havethe Company has taken to mitigate the sensitivity of Aflac Japan's SMR.


We typically repatriateJapan Company LawAs abranch of Aflac prior to April 1, 2018, Aflac Japan repatriated a portion of Aflac Japan'sits accumulated earnings, as determined on a Japanese regulatory accounting basis, to Aflac U.S. provided that Aflac Japan hashad determined that it adequately protected policyholders' interests as measured by its SMR. The FSA may not allow profit repatriations to Aflac U.S. ifAfter the transfers would cause Aflac Japan to lack sufficient financial strength for the protection of Japanese policyholders. In the near term, we do not expect these requirements to adversely affect the funds available for profit repatriations, nor do we expect these requirements to adversely affect the funds available for payments of allocated expenses to Aflac U.S. and management fees to the Parent Company. Upon conversion of Aflac Japan to a subsidiary structure which we anticipate completingon April 1, 2018 and starting in mid-2018, the new subsidiary will distributefourth quarter of 2018, Aflac Japan distributes dividends instead of internal profit repatriation.to the Parent Company. Such dividends will beare subject to permitted dividend capacity under the Japan Company Law.


Policyholder ProtectionThe Japanese insurance industry has a policyholder protection corporation that provides funds for the policyholders of insolvent insurers. For additional information, regardingsee the policyholder protection fund, seesection of the Policyholder Protection subsection of MD&A in this report.&A.
In June 2013, a revision to the Financial Instruments and Exchange Act established a post-funded Orderly Resolution Regime for financial institutions to prevent a financial crisis in the event of a financial institution’s failure. This regime came into effect in March 2014 and has not had, and is not expected to have, a material impact on the Company's operations in Japan.

As a branch of our principal insurance subsidiary, Aflac Japan is also subject to regulation and supervision in the United States (see U.S. Regulation below). For additional information regarding Aflac Japan's operations and regulations, see the Aflac"Aflac Japan SegmentSegment" subsection of MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.



AFLAC U.S.

The Company designs its U.S. insurance products to provide supplemental coverage for people who already have major medical or primary insurance coverage, as Aflac U.S. insurance policies pay benefits regardless of other insurance. Aflac U.S. products are distributed in the individual and group supplemental insurance markets. Aflac's individual policies are portable, meaning that individuals may retain their full insurance coverage upon separation from employment or affiliation with a group, generally at the same premium. Individual policies are typically guaranteed-renewable for the lifetime of the policyholder (to age 75 for short-term disability policies).

Insurance Products
8

Cancer
Critical Illness
Vision
Accident
Hospital Indemnity
Life (Term and Whole)
Short-Term Disability
Dental

Cancer InsuranceAflac U.S.'s cancer insurance products provide a lump-sum benefit upon initial diagnosis of cancer and subsequent benefits for treatment received due to cancer. Aflac U.S. offers cancer insurance on an individual basis.

Accident InsuranceAflac U.S. offers accident coverage on both an individual and group basis. These policies pay cash benefits in the event of a covered injury. The accident portion of the policy includes lump-sum benefits for accidental death, dismemberment and specific injuries as well as fixed benefits for hospital confinement. Additional benefits are also available for home modifications, wellness and increased benefits for injuries related to participations in an organized sporting activity.

Short-Term Disability InsuranceAflac U.S. offers short-term disability benefits on both an individual and group basis. 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.

Critical Illness InsuranceAflac U.S. offers coverage for critical illness plans on both an individual and group basis. These policies are designed to pay cash benefits in the event of critical illnesses such as heart attack, stroke or cancer.


5



U.S.
General

Hospital Indemnity InsuranceAflac U.S. offers hospital indemnity coverage on both an individual and group basis. Hospital indemnity products provide policyholders fixed dollar benefits triggered by hospitalization due to accident or sickness. Indemnity benefits for inpatient and outpatient surgeries, as well as various other diagnostic events, are also available. 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.

Dental and Vision Insurance Aflac U.S. now offers network dental and vision products on a group basis. Aflac U.S. offers fixed-benefit dental coverage on both an individual and group basis. Aflac U.S. offers Vision NowSM, an individually issued policy which provides benefits for serious eye health conditions and loss of sight as well as coverage for corrective eye materials and exam benefits.

Life (Term and Whole)Aflac U.S. offers term- and whole-life policies on both an individual and group basis.

Distribution Channels

Independent Associates/Career AgentsThe career agent channel in Aflac U.S. focuses on marketing Aflac to the small business market, defined as employers of between three and 99 employees. Sales associates in the U.S. are independent contractors and are paid commissions and other variable compensation based on first-year and renewal premiums from their sales of insurance products.

BrokersThe broker channel of Aflac U.S. focuses on selling to the mid- and large-case market, which is comprised of employers with 100 or more employees and typically an average size of 1,000 employees or more. 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.

Aflac U.S. concentrates on marketing its insurance products at the worksite. This method offers policies to individuals through employment, trade and other associations. Aflac U.S. believes that worksite marketing enables sales associates and brokers to reach a greater number of prospective policyholders and lowers distribution costs, compared with individually marketed business. Aflac U.S. is also expanding its distribution strategy to reach consumers outside of the traditional worksite through digital lead generation.

Competition

Aflac U.S. competes against several supplemental insurance carriers on a national and regional basis. Aflac U.S. believes its policies, premium rates, platforms, value-added services and sales commissions are competitive by product type. Moreover, Aflac U.S. believes that its products are distinct from competitive offerings given its product focus (including features, benefits and claims service model), distribution capabilities and brand awareness. 

Since Aflac products provide an additional level of financial protection for policyholders, the Company believes the increased financial exposure some employees may face creates a favorable opportunity for Aflac U.S. products. However, given the profitability erosion some major medical carriers are facing in their core lines of business, the Company has seen a more competitive landscape as these carriers seek entry into Aflac's supplemental product segments and leverage their core benefit offerings by bundling and discounting products in order to gain market share.

One Day PaySM is a claims initiative that Aflac U.S. has focused on to process, approve and pay eligible claims in just one day. The Company believes that this claims practice enhances the Aflac U.S. brand reputation and the trust policyholders have in Aflac, and it helps Aflac stand out from competitors.

Regulation

Insurance RegulationThe Parent Company and its U.S. insurance subsidiaries, Aflac, (a Nebraska-domiciledCAIC, TOIC (Nebraska-domiciled insurance company), American Family Life Assurance Company ofcompanies) and Aflac New York (Aflac New York, a(a New York-domiciled insurance company) and CAIC (redomiciled from South Carolina to Nebraska effective December 2016) are subject to state regulations in the United StatesU.S. as an insurance holding company system. Such regulations generally provide that transactions between companies within the holding company system must be fair and equitable. In addition, transfers of assets among such affiliated companies, certain dividend payments from insurance subsidiaries and materialcertain transactions between companies within the system, including management fees, loans and advances are subject to prior notice to, or approval by, state regulatory authorities. These laws generally require, among other things, the insurance holding company and each insurance company directly owned by the holding company to register with the insurance departments of their respective domiciliary states and to furnish annually financial and other information about the operations of companies within the holding company system.


6





Like all U.S. insurance companies, Aflac, isAflac New York, CAIC and TOIC are subject to regulation and supervision in the jurisdictions in which it doesthey do business. In general, the insurance laws of the various jurisdictions establish supervisory agencies with broad administrative powers relating to, among other things:

granting and revoking licenses to transact business
regulating trade and claims practices
licensing of insurance agents and brokers
approval of policy forms and premium rates
standards of solvency and maintenance of specified policy benefit reserves and minimum loss ratio requirements
capital requirements
limitations on dividends to shareholders
the nature of and limitations on investments
deposits of securities for the benefit of policyholders
filing of financial statements prepared in accordance with statutory insurance accounting practices prescribed or permitted by regulatory authorities
periodic examinations of the market conduct, financial, and other affairs of insurance companies

The insurance laws of Nebraska that govern Aflac's activities provide that the acquisition or change of “control” of a domestic insurer or of any person that controls a domestic insurer cannot be consummated without the prior approval of the Nebraska Department of Insurance.Insurance (NDOI). A person seeking to acquire control, directly or indirectly, of a domestic insurance company or of any person controlling a domestic insurance company (in the case of Aflac, CAIC and TOIC, the Parent Company) must generally file with the Nebraska Department of Insurance (NDOI)NDOI an application for change of control containing certain information required by statute and published regulations and provide a copy to Aflac. In Nebraska, control is generally presumed to exist if any person, directly or indirectly, acquires 10% or more of an insurance company or of any other person or entity controlling the insurance company. The 10% presumption is not conclusive and control may be found to exist at less than 10%. Similar laws apply in New York, the domiciliary jurisdiction of the Parent Company's AflacAflac's New York insurance subsidiary.

State insurance departments conduct periodic examinations of the books and records, financial reporting, policy filings and market conduct of insurance companies domiciled in their states, generally once every three to five years. Examinations are generally carried out in cooperation with the insurance departments of other states under guidelines promulgated by the National Association of Insurance Commissioners (NAIC). In 2016, full-scope, risk-focused financial examinations were conducted by the NDOI, New York Department of Financial Services (NYDFS), and the South Carolina Department of Insurance (SCDOI) on their state domiciled insurance entities American Family Life Assurance Company of Columbus, American Family Life Assurance Company ofAflac, Aflac New York, and Continental American Insurance Company,CAIC, respectively. The NDOI and NYDFS exams covered a four-year period ending December 31, 2015, whereas the SCDOI exam covered a five-year period ending December 31, 2015. There were no material findings contained in the final exam reports. CAIC redomiciled to Nebraska as of December 2016 and TOIC redomiciled to Nebraska effective March 11, 2019. The NDOI and SCDOI final exam report. The exam report from the NYDFS has not been finalized as of January 2017.are scheduled to conduct a full-scope comprehensive financial examination covering years 2016-2019 in 2020.


NAIC Risk-Based CapitalThe NAIC continually reviews regulatory matters,, such as risk-based capital (RBC) modernization, group capital calculations, liquidity risk assessment and principles-basedprinciple-based reserving. The NAIC has adopted a valuation manual containing a principle-based approach to calculation of life insurance reserves. The valuation manual became effective January 1, 2017. There is a three-year transition period, beginning January 1, 2017, during which companies can choose on a product by product basis to implement principle-based reserving and recommends changes and revisions for new business. The Company anticipates that the adoption by state legislators and insurance departments.of this manual will not cause a material impact on the statutory reserves of Aflac, Aflac New York, CAIC or TOIC. The NAIC uses a risk-based capitalan RBC formula relating to insurance risk, business risk, asset risk and interest rate risk to

9



facilitate identification by insurance regulators of inadequately capitalized insurance companies based upon the types and mix of risk inherent in the insurer's operations. The formulas for determining the amount of risk-based capitalRBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of a company's regulatory total adjusted capital to its authorized control level risk-based capitalRBC as defined by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The levels are company action, regulatory action, authorized control, and mandatory control. Aflac's NAIC risk-based capital ratio remains high and reflects a very strong capital and surplus position. As of December 31, 2016,2019, based on year-end statutory accounting results, Aflac's company action level RBC ratio was 894%539%. The 2018 RBC as filed is lower than Aflac U.S. stand-alone RBC due to the inclusion of Aflac Japan for the first quarter of 2018. The RBC charge reflects the business risk without any total adjusted capital (TAC). Aflac's NAIC RBC ratio remains high and reflects a very strong capital and surplus position.


Guaranty Association and Similar ArrangementsUnder state insurance guaranty association laws and similar laws in international jurisdictions, we arethe Company is subject to assessments, based on the share of business we writethe Company writes in the relevant jurisdiction, for certain obligations of insolvent insurance companies to policyholders and claimants. In the United States,U.S., some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company's policy is to accrue assessments when the entity for which the insolvency relates has met its state of domicile's statutory

7





definition of insolvency, the amount of the loss is reasonably estimable and the related premium upon which the assessment is based is written. In most states, the definition is met with a declaration of financial insolvency by a court of competent jurisdiction. For additional information regarding state insurance guaranty assessments, see the U.S. Regulatory Environment subsection of MD&A in this report.


Reform Legislation

Federal InitiativesFederal legislation and administrative policies in several areas, including health care reform legislation, financial services reform legislation, securities regulation, pension regulation, privacy, tort reform legislation and taxation, can significantly and adversely affect insurance companies. For example, theFederal regulations applicable to Aflac U.S. are outlined below.

Affordable Care Act (ACA)
The ACA, federal health care reform legislation, gave the U.S. federal government direct regulatory authority over the business of health insurance. The reform included major changes to the U.S. health care insurance marketplace. Among other changes, the reform legislation included an individual medical insurance coverage mandate, provided for penalties on certain employers for failing to provide adequate coverage, created health insurance exchanges, and addressed coverage and exclusions as well as medical loss ratios. It also imposed an excise tax on certain high cost plans, known as the “Cadillac tax,” that is currently scheduled to begin in 2020. The legislation also included changes in government reimbursements and tax credits for individuals and employers and alters federal and state regulation of health insurers. At this time it is unclear whether implementation of the ACA will continue. While the ACA was enacted in 2010, the major elements of the law became effective on January 1, 2014. We believe that the ACA, as enacted, does not require material changes in the design of ourthe Company's insurance products. However, indirect consequences of the legislation and regulations could present challenges and/or opportunities that could potentially have an impact on ourthe Company's sales model, financial condition and results of operations. The U.S. Congress has considered and may continue to consider legislation that would repeal and replace key provisions of the ACA. There can be no assurance that any legislation affecting the ACA will be passed by Congress, nor as to the ultimate timing or provisions of any such legislation, nor as to the effect of any such legislation on the design or marketability of the Company's insurance products. Further, certain provisions of the ACA have been and may continue to be subject to challenge through litigation, the ultimate effects of which on the ACA are uncertain.


Dodd-Frank Act

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) and regulations issued thereunder, in particular rules to require central clearing and collateral for certain types of derivatives, may have an impact on Aflac'sthe Company's derivative activity, including activity on behalf of Aflac Japan. In addition, in 2015 and 2016, six U.S. financial regulators, including the U.S. Commodity Futures Trading Commission (CFTC), issued final rules regarding the exchange of initial margin (IM) and variation margin (VM) for uncleared swaps that impose greater obligations on swap dealers regarding uncleared swaps with certain counterparties, such as Aflac. Suchthe Company. The requirements of such rules as well as similar regulationswith respect to IM are currently being phased in Europe, become effective on Marchand will be fully implemented by September 1, 2017 and may2020, although an extension to September 1, 2021 is expected for covered entities with an aggregate average notional amount below $50 billion. The margin requirements are expected to result in more stringent collateral requirements orand to affect other aspects of Aflac's derivativesthe Company's derivative activity.


The Dodd-Frank Act also established a Federal Insurance Office (FIO) under the U.S. Treasury Department to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance. Traditionally, U.S. insurance companies have been regulated primarily by state insurance departments. In December 2013,The FIO does not directly regulate the FIO released a report entitled "How To Modernize And Improve The System Of Insurance Regulation In The United States." The report was requiredinsurance industry, but under Dodd-Frank it has the power to preempt state insurance regulations that are inconsistent with international agreements reached by the Dodd-Frank Act,federal government, subject to certain requirements and included 18 recommended areas of near-term reform for the states, including addressing capital adequacy and safety/soundness issues, reform of insurer resolution practices, and reform of marketplace regulation. The report also listed nine recommended areas for direct federal involvement in insurance regulation. Some of the recommendations outlined in the FIO report released in December 2013 have been implemented. The National Association of Registered Agents and Brokers Reform Act, signed into law in January 2015, simplifies the agent and broker licensing process across state lines.restrictions. The FIO has also engagedand certain federal agencies must achieve consensus positions with the supervisory colleges to monitor financial stability and identify regulatory gaps for large national and internationally active insurers.

In the 115th Congress, severalstate insurance regulators when taking positions on insurance proposals have been introduced to reform the Dodd-Frank Act, including proposals to limit or repeal the Financial Stability Oversight Council's (the Council) ability to designate nonbank financial companies as

10



Systemically Important Financial Institutions (SIFI), eliminate the FIO, and increase Congressional oversight of the regulation issuing process.by certain international forums. The new presidential administration in the United StatesPresident and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act. WeAct, some of which have been implemented. The Company cannot predict with any degree of certainty what impact, if any, such proposals willmight have on our U.S.Aflac's business, financial condition, or results of operations.


Further InformationPrivacy and Cybersecurity

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal Gramm-Leach-Bliley Act of 1999 (GLBA) and in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). For example, the California Consumer Privacy Act became effective January 1, 2020 and requires businesses to provide California consumers rights to access, delete, and restrict certain uses of their personal information. Under the law, the California Attorney General may not bring an enforcement action prior to July 1, 2020. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations).

Cybersecurity also continues to be an area of evolving focus for U.S. legislation and regulatory activity. In March 2017, new cybersecurity regulation issued by the NYDFS went into effect that requires covered entities, including Aflac New York, to maintain an information security program meeting certain security, data disposal, audit, activity

8





monitoring, and data encryption requirements. In October 2017, the NAIC adopted an Insurance Data Security Model Law that may be adopted in whole or in part by U.S. states in which the Company’s subsidiaries are licensed. Other states have adopted and, the Company expects, will continue to pass legislation and issue regulations related to cybersecurity. The Company anticipates, assesses and if necessary modifies its information security program to accommodate such changes.

For further information concerning Aflac U.S. operations, regulation, change of control and dividend restrictions, see the Aflac"Aflac U.S. SegmentSegment" subsection of the MD&A and Notes 2 and 13 of the Notes to the Consolidated Financial Statements in this report.


Other OperationsCORPORATE AND OTHER
Our
The Company's other operations include the Parent Company, asset management subsidiaries, results of reinsurance retrocession activities and a printing subsidiary. For additional information on ourthe Company's other operations, see the Other Operations"Corporate and Other" subsection of the MD&A and Note 8 in the Notes to the Consolidated Financial Statements.
EmployeesEMPLOYEES

As of December 31, 2016,2019, Aflac Japan had 4,9586,178 employees, Aflac U.S. had 4,9444,799 employees, and ourthe Company's other operations had 310752 employees.


119







Information about the Company's Executive Officers of the Registrant
NAME
PRINCIPAL OCCUPATION(1)
AGE
Daniel P. AmosChairman, Aflac Incorporated and Aflac, since 2001; Chief Executive Officer, Aflac Incorporated and Aflac, since 199065
Paul S. Amos II1990; President, Aflac, since 2007; Chief Operating Officer, U.S. Operations,2017; President, Aflac Incorporated, from 20062018 until 201320204168

   
Koji AriyoshiExecutive Vice President, Director of Sales and Marketing, Aflac Japan, since 20126366

   
Steven K. BeaverSenior Vice President, Chief Financial Officer, Aflac U.S., since 2019; Senior Vice President, Financial Planning and Analysis, Aflac Incorporated, from 2018 until 2019; Senior Vice President, Global Strategic Projects, Corporate Financial Planning and Analysis, Aflac Incorporated, from 2017 until 2018; Vice President, Deputy Chief Accounting Officer, Tax Department, Aflac Incorporated, from 2015 until 2016; Vice President, Corporate Tax, Aflac Incorporated, from 2012 until 201455
   
Kriss Cloninger IIIMax K. BrodenExecutive Vice President, Aflac Incorporated, since 2001; Chief Financial Officer, Aflac Incorporated, since 2020; Senior Vice President and Aflac, from 1992 until 2015; Treasurer, Aflac Incorporated, from 20012017 until 2015; Executive Vice President, Aflac, since 1993
2020; Senior Portfolio Manager, Norges Bank, from 2007 until 2017
6941

   
Frederick J. CrawfordPresident and Chief Operating Officer, Aflac Incorporated, since 2020; Executive Vice President, Chief Financial Officer, Aflac Incorporated, since 2015;from 2015 until 2020; Executive Vice President, Chief Financial Officer, CNO Financial Group, from 2012 until 2015; Executive Vice President, Head of Investment and Corporate Development, Lincoln Financial Group from 2010 until 201220155356

   
J. Todd DanielsExecutive Vice President, Chief Actuary,Financial Officer, Aflac Incorporated,Japan, since 2016;2018; Executive Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, since 2016;from 2016 until 2018; Senior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac, from 2015 until 2016; Senior Vice President, Deputy Corporate Actuary and Global Chief Risk Officer, Aflac, from 2014 until 2016;2015; Senior Vice President, Deputy Corporate Actuary, Aflac, from 2012 until 2014; Vice President, Financial Planning and Analysis, Aflac, from 2011 until 2012
2014
4649

   
June HowardChief Accounting Officer, Aflac Incorporated and Aflac, since 2010; Senior Vice President, Financial Services, Aflac Incorporated and Aflac, since 2010; Treasurer, Aflac, from 2011 until 20155053
Kenneth S. JankeExecutive Vice President, Corporate Finance and Development, Treasurer, Aflac Incorporated and Aflac, since 2015; Executive Vice President, Deputy Chief Financial Officer, Aflac Incorporated, from 2010 until 2015; President, Aflac U.S., from 2013 until 201458

   
Eric M. KirschExecutive Vice President, Global Chief Investment Officer, Aflac, since 2012; President, Aflac Asset Management LLC, since 201759
Masatoshi KoidePresident and Chief Operating Officer, Aflac Japan since 2017; Deputy President, Aflac Japan from 2016 until 2017; Executive Vice President, Aflac Japan from 2015 until 2016; First Senior Vice President, Global Chief Investment Officer, Aflac Japan, from 20112013 until 201220155659

   
Charles D. Lake, IIPresident, Aflac International, since 2014; Chairman, Aflac Japan, since 20085558

Albert A. RiggieriSenior Vice President, Global Chief Risk Officer and Chief Actuary, Aflac Incorporated, since 2018; Senior Vice President, Corporate Actuary, Aflac, from 2016 until 2018; Group Chief Actuary, Unum Group, until 201664
   
Audrey B. TillmanExecutive Vice President, General Counsel, Aflac Incorporated and Aflac, since 2014; Executive Vice President, Corporate Services, Aflac Incorporated, from 2008 until 20145255

   
Teresa L. WhitePresident, Aflac U.S., since 2014; Executive Vice President, Chief Operating Officer, Aflac, from 2013 until 2014; Executive Vice President, Chief Service Officer, Aflac, from 2012 until 2013; Executive Vice President, Chief Administrative Officer, Aflac, from 2008 until 201320145053

   
Robin Y. WilkeyRichard L. Williams Jr.Executive Vice President and Chief Distribution Officer, Aflac since 2017; Senior Vice President Investor and Rating Agency Relations, Aflac Incorporated, since 201058
Hiroshi YamauchiPresident, Chief Operating Officer, Aflac Japan, since 2015; ExecutiveGeneral Manager, Stop Loss, Unum, U.S. in 2017; Senior Vice President, Aflac Japan,Growth Markets, Colonial Life and Accident Insurance Company from 20122013 until 201420176548

(1)Unless specifically noted, the respective executive officer has held the occupation(s) set forth in the table for at least the last five years. Each executive officer is appointed annually by the board of directors and serves until his or her successor is chosen and qualified, or until his or her death, resignation or removal.


1210





ITEM 1A. RISK FACTORS
We faceThe Company faces a wide range of risks, and ourits continued success depends on ourits ability to identify, prioritize and appropriately manage our enterprise risk exposures. Readers should carefully consider each of the following risks and all of the other information set forth in this Form 10-K. These risks and other factors may affect forward-looking statements, including those in this document or made by the Company elsewhere, such as in earnings release webcasts, investor conference presentations or press releases. The risks and uncertainties described herein may not be the only ones facing the Company. Additional risks and uncertainties not presently known to usthe Company or that wethe Company currently believebelieves to be immaterial may also adversely affect ourits business. If any of the following risks and uncertainties develops into actual events, there could be a material impact on the Company.
Sales of the Company's products and services are dependent on its ability to attract, retain and support a network of qualified sales associates, brokers and employees in the U.S. and sales associates and other distribution partners in Japan.

The Company's sales, results of operations and financial condition could be materially adversely affected if its sales networks deteriorate or if the Company does not adequately provide support, training and education for its existing network of sales associates, brokers, other distribution partners and employees. In the U.S., competition exists for sales associates and brokers with demonstrated ability. In Japan, the Company's sales results are dependent upon its relationship with sales associates and other distribution partners, including its strategic partner, Japan Post.

The Company competes with other insurers and financial institutions primarily on the basis of its products, compensation, support services and financial rating. The Company's sales associates, brokers and other distribution partners are independent contractors and may sell products of its competitors. If the Company's competitors offer products that are more attractive, or pay higher commissions than the Company does, any or all of these distribution partners may concentrate their efforts on selling the Company's competitors' products instead of the Company's. In addition to the Company's commissioned sales force in the U.S., Aflac has expanded its sales leadership team to include a salaried sales force of over 200 market directors and broker sales professionals. The Company's inability to attract and retain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, could have a material adverse effect on the Company's sales, results of operations and financial condition.

Additionally, as the Japan and U.S. employment markets continue to evolve, there is risk that the Company's practices regarding attracting, developing, and retaining employees may not be fully effective. Failure to successfully meet and maintain sufficient levels of employees may diminish the Company's ability to achieve its financial and compliance objectives, both of which are time consuming and personnel-intensive.

For more information on the strategic partnership with Japan Post, see the risk factor below entitled, " Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations."

Events related to the ongoing Japan Post investigation and other matters regarding sales of Japan Post Insurance products could negatively impact the Company’s sales and results of operations

As previously disclosed, in the second half of 2019 and the first quarter of 2020 there have been news reports and public comments regarding improper sales practices relating to sales of JPI products by JPI and JPC, each an affiliate of Japan Post Holdings (together with JPI and JPC, the Japan Post Group). JPC and JPI are important distribution and alliance partners of the Company, which in 2018 collectively accounted for approximately 25% of Aflac Japan’s third sector sales. On July 24, 2019, after such news reports and other public comments, the Japan Post Group announced that they had established a Special Investigative Committee comprised of independent former prosecutors to determine whether JPC and JPI sales practices with respect to JPI products had caused disadvantages to customers holding such policies that were not otherwise the result of honoring such customers’ intentions.

On December 18, 2019, the Japan Post Group issued a release discussing results of the investigation and stating that JPI had identified a number of cases involving potential violation of laws and regulations or internal rules. On the same date, the Japan Post Group stated that it would continue the investigation with a goal of completing it by March 2020. On December 27, 2019, the Japanese FSA issued three-month business suspension orders to JPC and JPI for the sale of JPI insurance products, and the Japan Ministry of Internal Affairs and Communications also issued a three-month business suspension order to JPC for the sale of JPI insurance products. Also on December 27, 2019, the Japan Post Group announced the resignation of the chief executives of Japan Post Holdings, JPC and JPI, to be effective January 5, 2020. On January 31,

11



2020, the Japan Post Group announced that its internal investigation had been expanded to additional policyholders and the investigation would continue with a goal of completing it by the end of June 2020. The Japan Post Group stated they could not comment on the expected timing for it to re-initiate sales of JPI insurance products.

Notwithstanding the JPI investigation and the three-month suspension orders promulgated by the FSA and the Japan Ministry of Internal Affairs and Communications, the sale of Aflac Japan cancer policies has continued through JPC and JPI. However, while the sale of Aflac Japan cancer insurance products is not within the scope of the suspension orders, beginning in August 2019 the Company has experienced a material decrease of sales in the Japan Post Group channel. This decline has continued into 2020. The Company believes that sales of Aflac Japan cancer insurance through JPC and JPI are unlikely to return to 2018 levels in the near term. It is uncertain what long-term effect these developments will have on the Company’s results of operations or financial condition, but any such effects could be material. See the "Aflac Japan Segment" subsection of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Competition could adversely affect the Company's ability to increase or maintain its market share or profitability.

The Company operates in a competitive environment and in an industry that is subject to ongoing changes from market pressures brought about by customer demands, legislative reform, marketing practices and changes to health care and health insurance delivery. These factors require the Company to anticipate market trends and make changes to differentiate the Company's products and services from those of its competitors. The Company also faces the potential of competition from existing or new companies in the U.S. and Japan that have not historically been active in the supplemental health insurance industry, but some of which have greater financial, marketing and management resources than the Company does. Further, some of these potential competitors could introduce new means of product development and delivery that disrupt the Company’s business model. Failure to anticipate market trends and/or to differentiate the Company's products and services can affect the Company's ability to retain or grow profitable lines of business. Further, as employers and brokers are increasingly requesting a full-suite of products from one insurance provider, a failure to react and adapt to these demands could result in decreased sales or market share.

The insurance market is undergoing rapid changes with frequent introductions of new technology-driven products and services. The Company's future success will depend, in part, on its ability to keep pace with the technological changes and to use technology to satisfy and grow customer demand for the Company's products and services and to create additional efficiencies in its operations. The Company expects that it will need to continue making substantial investments in its technology and information systems to compete effectively and to stay current with technological changes. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. A failure to meet evolving customer demands through innovative product development, effective distribution channels, and continuous investment in the Company's technology could result in lower revenues and less favorable policy terms and conditions, which could adversely affect the Company's operating results. As a result, the Company's ability to effectively compete to retain or acquire new business may be impaired, and its business, financial condition or results of operations may be adversely affected.

If future policy benefits, claims or expenses exceed those anticipated in establishing premiums and reserves, the Company's financial results would be adversely affected.

The Company establishes premiums for many of its policies on assumptions for morbidity, mortality, longevity and persistency. The Company also establishes and carries, as a liability, reserves based on estimates of how much will be required to pay for future benefits and claims on its policies. The Company calculates these reserves using various assumptions and estimates, including premiums the Company will receive over the assumed life of the policy; the timing, frequency and severity of the events covered by the insurance policy; and the investment returns on the assets the Company purchases with a portion of its net cash flow from operations.

The assumptions and estimates that the Company uses in establishing premiums and reserves depend on the Company's judgment regarding the likelihood of future events and are inherently uncertain. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in incidence rates, economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level the Company assumes prior to payment of benefits or claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to earnings in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations and financial condition.


12



Generally, lower mortality decreases the profitability of third sector products in Japan, as more policyholders will survive into ages where they have a higher rate of claim incidence. This assumption can impact pricing and reserving.  For instance, Japan FSA periodically requires updates to their Standard mortality tables for FSA reserves. An update to the Standard mortality tables was performed in April 2018 applicable to all business issued after that date. For business that is inforce prior to the update, the change in mortality table would not have an impact. For new issues, the updated mortality tables would be included in the Company's reserve assumptions, and slow the emergence of FSA earnings for third sector products and therefore will have an impact on pricing returns. The Company adjusts pricing assumptions as new products are developed to adjust for these mortality assumptions. 

The success of the Company's business depends in part on effective information technology systems and on continuing to develop and implement improvements in technology.

The Company's business depends in large part on its technology systems for interacting with employers, policyholders, sales associates, and brokers, and the Company's business strategy involves providing customers with easy-to-use products to meet their needs and ensuring employees have the technology in place to support those needs. Some of the Company's information technology systems and software are older, legacy-type systems that are less efficient and require an ongoing commitment of significant resources to maintain or upgrade to current standards including adequate business continuity procedures. The Company is in a continual state of upgrading and enhancing its business systems; however, these changes tend to challenge the Company's complex integrated environment. The Company's success is dependent in large part on maintaining or improving the effectiveness of existing systems and continuing to develop and enhance information systems that support its business processes in a cost-efficient manner. If the Company does not maintain the effectiveness of its systems, the Company's operations and reputation could be adversely affected and it could be exposed to litigation as well as to regulatory proceedings and fines or penalties.

Defaults, downgrades, widening credit spreads or other events impairing the value of the fixed maturity securities and loan receivables in the Company's investment portfolio may reduce the Company's earnings and capital position.
The Company is subject to the risk that the issuers and/or guarantors of fixed maturity securities and loan receivables the Company owns may default on principal or interest. A significant portion of the Company's portfolio represents an unsecured obligation of the issuer, including some that may be subordinated to other debt in the issuer’s capital structure. In these cases, many factors can influence the overall creditworthiness of the issuer and ultimately its ability to service and repay the Company's holdings. This can include changes in the global economy, the company's assets, strategy, or management, shifts in the dynamics of the industries in which they compete, their access to additional funding, and the overall health of the credit markets. Factors unique to the Company's securities including contractual protections such as financial covenants or relative position in the issuer's capital structure also influence the value of the Company's holdings.

Most of the Company's investments carry a rating by one or more of the nationally recognized statistical rating organizations (NRSROs or rating agencies). Any change in the rating agencies' approach to evaluating credit and assigning an opinion could negatively impact the fair value of the Company's portfolio. The Company employs a team of credit analysts to monitor the creditworthiness of the issuers in its portfolio. Any credit-related declines in the fair value of positions held in the Company's portfolio believed to be not temporary in nature will negatively impact the Company's net income and capital position through impairment and other credit related losses. These losses would also affect the Company's solvency ratios in the U.S. and Japan. Aflac Japan has certain regulatory accounting requirements for realizing impairments that could be triggered by credit-related losses, which may be different from U.S. GAAP and statutory requirements. These impairment losses could negatively impact Aflac Japan's earnings, and the corresponding dividends and capital deployment.

The Company is also subject to the risk that any collateral providing credit enhancement to the Company's positions could deteriorate. These instruments may include senior secured first lien loans, such as commercial mortgage loans, bank loans, middle market loans, and loan-backed securities where the underlying loan or collateral notes may default on principal, interest, or other payments, causing an adverse change in cash flows to the positions held in the Company's investment portfolio.

The Company is exposed to sovereign credit risk through instruments issued directly by governments and government entities as well as banks and other institutions that rely in part on the strength of the underlying government for their credit quality. In addition to the U.S. and Japan, many governments, especially in Europe, have been subject to rating downgrades due to the need for fiscal and budgetary remediation and structural reforms, reduced economic activity, and investment needed to support banks or other systemically important entities. Additional downgrades or default of the Company's sovereign issuers will have a negative impact on its portfolio and could reduce the Company's earnings and capital.


13



In addition to the Company's exposure to the underlying fundamental credit strength of the issuers of its fixed maturity securities and the underlying risk of default, the Company is also exposed to the general movement in credit market spreads. 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 which is used in determining the SMR in Japan. This widening of credit spreads could, however, increase the net investment income on new credit investments. Conversely, a tightening of credit spreads could increase the value of the Company's existing portfolio and create unrealized gains on its investment portfolio. This tightening of credit spreads could also reduce the net investment income available to the Company on new credit investments. Increased market volatility also makes it difficult to value certain of the Company's investment holdings (see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, of this Form 10-K).

For more information regarding credit risk, see the Credit Risk subsection of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this Form 10-K.

The Company is exposed to significant interest rate risk, which may adversely affect its results of operations, financial condition and liquidity.
The Company has substantial investment portfolios that support its policy liabilities. Low levels of interest rates on investments experienced in Japan and the U.S. over the last decade have reduced the level of investment income earned by the Company. The Company's overall level of investment income will be negatively impacted in a persistent low-interest-rate environment. While the Company generally seeks to maintain a diversified portfolio of fixed-income investments that reflects the cash flow and duration characteristics of the liabilities it supports, the Company may not be able to fully mitigate the interest rate risk of its assets relative to its liabilities. The Company's exposure to interest rate risk relates primarily to the ability to invest future cash flows to support the interest rate assumption made at the time the Company's products were priced and the related reserving assumptions were established. A sustained decline in interest rates could hinder the Company's ability to earn the returns assumed in the pricing and the reserving for its products at the time they were sold and issued. Due to low interest rates, the Company's ability to earn the returns it expects may also influence the Company's ability to develop and price attractive new products and could impact its overall sales levels. The Company's first sector products are more interest rate sensitive than third sector products. As discussed in Item 1. Business, beginning in 2013, Aflac Japan began to curtail sales of first sector savings-type products due to persistent low interest rates in Japan. The continuing negative interest rate imposed by the Bank of Japan (BoJ) on excess bank reserves could continue to have a negative impact on the distribution and pricing of these products.
A rise in interest rates could improve the Company's ability to earn higher rates of return on future investments, as well as floating rate investments held in its investment portfolio. However, an increase in the differential of 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. The Company’s floating rate investments typically bear interest based on the London Interbank Offered Rate (LIBOR). Regulatory and industry initiatives to eliminate LIBOR as an interest rate benchmark may create uncertainty in the valuation of LIBOR-based loans, as well as for other LIBOR-based derivatives and assets. This may adversely impact both pricing and liquidity in such instruments. The Company is unable to predict with certainty how LIBOR elimination may impact markets, pricing, liquidity and other factors or the Company's activities.
Changes in interest rates impact unrealized gains and losses of fixed income securities in the Company's investment portfolio; however, they do not have a direct impact on the related valuation of the corresponding liabilities. Prolonged periods of low interest rates, as have been experienced in recent years, heighten the risk associated with future increases in interest rates because an increasing proportion of the Company's investment portfolio includes investments that bear lower rates of return than the embedded book yield of the investment portfolio. A rise in interest rates could decrease the fair value of the Company's debt securities. Some of the insurance products that Aflac sells in the U.S. and Japan provide cash surrender values. A rise in interest rates could trigger significant policy surrenders, which might require the Company to sell investment assets and recognize unrealized losses. This situation is commonly referred to as disintermediation risk. The Company generally invests its assets to match the duration and cash flow characteristics of its policy liabilities, and therefore would not expect to realize most of these gains or losses, however, the Company's risk is that unforeseen events or economic conditions, such as changes in interest rates resulting from governmental monetary policies, domestic and international economic and political conditions, and other factors beyond the Company's control will reduce the effectiveness of this strategy. These events or economic conditions could either cause the Company to dispose of some or all of these investments prior to their maturity, or increase the risk that the issuers of these securities may default or may require impairment, which could result in the Company having to recognize such gains or losses.

14



Rising interest rates also negatively impact the SMR since unrealized losses on the available-for-sale investment portfolio factor into the ratio. For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates, negatively impacting Aflac Japan's earnings and corresponding dividends and capital deployment.
Further, interest rate risk is still an inherent portfolio, business and capital risk for the Company, and significant changes in interest rates could have a material adverse effect on the Company's consolidated results of operations, financial condition or cash flows through realized losses, impairments, changes in unrealized positions, and liquidity.

For more information regarding interest rate risk, see the Interest Rate Risk subsection within the Market Risks of Financial Instruments section of MD&A in this report.

The Company's concentration of business in Japan poses risks to its operations.
The Company's operations in Japan, including realized gains and losses on Aflac Japan's investment portfolio, accounted for 69% of the Company's total revenues in 2019, and 70% in both 2018 and 2017. The Japanese operations accounted for 83% of the Company's total assets at December 31, 2019, compared with 84% at December 31, 2018.

Further, because of the concentration of the Company's business in Japan and its need for long-dated yen-denominated assets, the Company has a substantial concentration of Japan Government Bond (JGBs) in its investment portfolio. As such the Company has material exposure to the Japanese economy, geo-political climate, political regime, and other factors that generally determine a country's creditworthiness. Specifically, the NRSROs, credit rating agencies registered with the SEC, have placed increased scrutiny on JGBs, which are a significant component of the Company’s overall investment portfolio, resulting in downgrades as discussed later in this Risk Factors section. 

The Company seeks to match investment currency and interest rate risk to its yen liabilities. The low level of interest rates available on yen-denominated securities has a negative effect on overall net investment income. A large portion of the cash available for reinvestment each year is deployed in yen-denominated instruments and subject to the low level of yen interest rates.

Any potential deterioration in Japan's credit quality, market access, the overall economy of Japan, or Japanese market volatility could adversely impact the business of Aflac in general and specifically Aflac Japan and its related results of operations and financial condition.

Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity.
The Company attempts to match both the duration and currency of its assets with its liabilities. This is very difficult for Aflac Japan due to the lack of available long-dated yen-denominated fixed income instruments beyond JGBs.

Prior to the onset of the financial crisis of 2008, the Company was focused on investing cash flows in JGBs, which had relatively low yields, and utilizing private placement and perpetual securities to gain additional yield, extend the duration of the investment portfolio, and maintain yen exposure. Given call activity with respect to certain of the Company's legacy private placement investments, the Company has added a modest amount of yen-denominated private placements to its investment portfolio in recent periods. The investment in private placements carries risk associated with illiquidity, which is managed and monitored by the Company.

Starting in 2012, Aflac Japan augmented its investment strategy to include U.S. dollar-denominated investments, some of which could then be hedged back to yen. Initially this program focused on public investment-grade bonds but has evolved over time to include U.S. dollar-denominated investment-grade commercial mortgage loans, middle market loans, infrastructure debt, as well as other loan types, high yield bond and public and private equities. The Company plans to continue adding other instruments denominated in U.S. dollars, including floating rate investments, to improve the portfolio diversification and/or return profile. Some of the U.S. dollar-denominated asset classes that the Company has added, and anticipates continuing to add, have less liquidity than investment-grade corporate bonds. These strategies will continue to increase the Company's exposure to U.S. interest rates, credit spreads and other risks. The Company has increased foreign exchange risk exposure as the comprehensive hedging program may not always correlate to the underlying U.S. dollar-denominated assets, thereby increasing earnings volatility. These risks can significantly impact the Company's consolidated results of operations, financial position or liquidity.


15



Investing in U.S. dollar-denominated investments in Aflac Japan also creates an unmatched foreign currency exposure and related SMR volatility, as Aflac Japan’s insurance liabilities are yen-denominated. Although the Company engages in certain foreign exchange hedging activities to partially mitigate this risk, and such hedged assets may be used to satisfy yen-denominated insurance liabilities and other business obligations, important risks remain.

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. 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, as well as, investments previously hedged that have since been sold, matured or redeemed and may or may not have not been converted to yen. The Company’s foreign exchange derivatives are typically shorter-dated than the underlying U.S. dollar-denominated investments being hedged, which creates roll-over risks within the hedging program that could increase the cost of such derivatives. If the Company reduces the notional amount of foreign exchange derivatives prior to the maturity of the hedged U.S. dollar-denominated investments, the foreign exchange gains or losses on the U.S. dollar-denominated investments remain economically unrealized. These foreign currency gains or losses on the investments are only economically realized, or monetized, through sale, maturity or redemption of the investments and concurrent conversion to yen. However, the Company may not realize the benefit of offsetting adverse cash settlements on hedging derivatives with cash receipts on the U.S. dollar-denominated investments if the currency exchange rates move in an adverse direction before the investments are converted to yen, or if the investments are never converted to yen. As an example of the latter, if the Company’s actual insurance risk experience in Japan is as expected or more favorable than expected, the need for yen to pay expenses and claims would correspondingly remain at or below expected levels, thereby diminishing operational requirements to convert U.S. dollar-denominated investments to yen. The settlement of the foreign exchange derivatives is reported in the investing activities section of the Company’s consolidated statements of cash flows in the line item “Settlement of derivatives, net.”

For more information regarding unhedged U.S. dollar-denominated securities, see the risk factor entitled, “The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate.” For more information regarding Aflac Japan's U.S. dollar-denominated investments and hedging activities, see the "Hedging Activities"subsection within the MD&A of this report, and for more information regarding foreign currency risk, see the "Currency Risk" subsection within the Item 7A. Quantitative and Qualitative Disclosures about Market Risk section in this report.

If the Company fails to comply with restrictions on customer privacy and information security, including taking steps to ensure that its third-party service providers and business associates who access, store, process or transmit sensitive customer information maintain its security, integrity, confidentiality and availability, the Company's reputation and business operations could be materially adversely affected.

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by the Company's businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the unauthorized access and acquisition of personal information and the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal GLBA and in the HIPAA. HIPAA also requires that the Company imposes privacy and security requirements on its business associates (as such term is defined in the HIPAA regulations). With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the APPI and guidelines issued by FSA and other governmental authorities.

The Company relies on third parties, and in some cases subcontractors, to provide information technology and data services. It also relies on various parties in its distribution channels including agencies, banks and Japan Post in Japan, as well as sales associates and brokers in the U.S., to provide services to prospective and existing customers. Although the Company provides for appropriate protections through its contracts and performs information security risk assessments of its third-party service providers and business associates, the Company still has limited control over their actions and practices. In addition, despite the security measures the Company has in place to ensure compliance with applicable laws and rules, the Company's facilities and systems, and those of the Company's third-party providers and participants in its distribution channels may be vulnerable to security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. In such cases, notification to affected individuals, state and federal regulators, state attorneys general and media may be required, depending upon the number of affected individuals and whether personal information including health or financial data was subject to unauthorized access.

The U.S. Congress and many states are considering new privacy and security requirements that would apply to the Company's business. Compliance with new privacy and security laws, requirements, and new regulations may result in cost

16



increases due to necessary systems changes, new limitations or constraints on the Company's business models, the development of new administrative processes, and the effects of potential noncompliance by the Company's business associates. They also may impose further restrictions on the Company's collection, disclosure and use of customer identifiable data that are housed in one or more of the Company's administrative databases. Noncompliance with any privacy laws or any security breach involving the misappropriation, loss, theft or other unauthorized disclosure of sensitive or confidential customer information, whether by the Company or by one of its third parties, could have a material adverse effect on the Company's business, reputation, brand and results of operations, including: material fines and penalties; compensatory, special, punitive and statutory damages; consent orders regarding the Company's privacy and security practices; adverse actions against the Company's licenses to do business; and injunctive relief.

In addition, under Japanese laws and regulations, including the APPI, if a leak or loss of personal information by Aflac Japan or its business associates should occur, depending on factors such as the volume of personal data involved and the likelihood of other secondary damage, Aflac Japan may be required to file reports to the FSA; issue public releases explaining such incident to the public; or become subject to an FSA business improvement order, which could pose a risk to the Company's reputation.

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality, integrity or privacy of sensitive data residing on such systems, could harm the Company's business.

The Company stores confidential policyholder, employee, agent, and other proprietary information on its information technology systems. In addition, the Company depends heavily on its telecommunication, information technology and other operational systems and on the integrity and timeliness of data it uses to run its businesses and service its customers. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond the Company's control. Additionally, design flaws may exist in certain systems, processes, software, or configurations that in turn may result in system failure, data corruption, or compromise. Despite the Company's implementation of a variety of security measures to defend against threats incurred on a daily basis, its information technology and other systems, as well as those of third party providers and participants in the Company’s distribution channels, have been and will likely continue to be subject to physical or electronic break-ins, unauthorized tampering, security breaches or other cyber-attacks, that may result in the failure to adequately maintain the security, confidentiality, integrity, or privacy of sensitive data, including personal information relating to customers and prospective customers, or in the misappropriation of the Company's intellectual property or proprietary information.

From time to time, the Company, its third party providers and participants in the Company’s distribution channels have experienced and will likely continue to experience such events. Although the minor data leakage issues the Company has experienced to date have not had a material effect on its business, there is no assurance that the Company's security systems or processes will prevent or mitigate future break-ins, tampering, security breaches or other cyber-attacks. Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, whether due to actions by the Company or others, including third party providers and participants in the company’s distribution channels, could delay or disrupt the Company's ability to do business and service its customers, seriously harm the Company's brand and reputation as well as the Company's ability to compete effectively, subject it to regulatory sanctions and other claims, lead to a loss of customers and revenues and otherwise adversely affect the Company's business. In addition, the costs to address or remediate system interruptions or security threats and vulnerabilities, whether before or after an incident, could be significant.

While the Company continues to invest in the infrastructure of its data security programs, the Company, as well as its third party providers and participants in the Company’s distribution channels, have been, and will likely continue to be, the target of unauthorized access, social engineering, phishing, cyber-attacks, web application attacks, computer viruses or other malicious codes, or other computer-related penetrations. Although the Company attempts to manage its exposure to such events through the purchase of cyber liability insurance, such events are inherently unpredictable and insurance may not be sufficient to protect the Company against all losses. As a result, events such as these could adversely affect the Company's financial condition or results of operation.


17



Catastrophic events could adversely affect the Company's financial condition and results of operations as well as the availability of the Company’s infrastructure and systems.

The Company's insurance operations are exposed to the risk of catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, and terrorism or other acts of violence. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Certain events such as earthquakes, tsunamis, hurricanes and man-made catastrophes could cause substantial damage or loss of life in larger areas, especially those that are heavily populated. Claims resulting from natural or man−made catastrophic events could cause substantial volatility in the Company's financial results for any fiscal quarter or year and could materially reduce its profitability or harm the Company's financial condition, as well as affect its ability to write new business.

Additionally, the Company's business operations may be adversely affected by such catastrophic events to the extent they disrupt the Company's physical infrastructure, human resources or systems that support its businesses and customers. Although the Company has a global crisis management framework to minimize the business disruption from a catastrophic event, such framework may not be effective to avoid an adverse impact to the Company from such an event.

Difficult conditions in global capital markets and the economy could have a material adverse effect on ourthe Company's investments, capital position, revenue, profitability, and liquidity and harm ourthe Company's business.
OurThe Company's results of operations are materially affected by conditions in the global capital markets and the global economy generally, including in ourits two primary operating markets of the United StatesU.S. and Japan. Weak global financial markets impact the value of ourthe Company's existing investment portfolio, influence opportunities for new investments, and may contribute to generally weak economic fundamentals, which can have a negative impact on ourits operating activities.


In recent years, global capital markets have been severely impacted by several major events. The financial crisis that began in the latter part of 2008 saw dramatic declines in investment values and weak economic conditions as the global financial system came under extreme pressure. Although U.S. markets began recovering in late 2009 and 2010, Europe continued to struggle under a severely weakened banking system and investor concerns with sovereign debt levels. Following a period of unprecedented intervention by governments and central banks, including the U.S. Federal Reserve and European Central Bank (ECB), financial conditions improved from the dire conditions of the global financial crisis, global recession, and European debt crisis. Recently,More recently, global markets have experienced materially higher levelsbouts of market volatility due to concerns including changes in the market’s perception of global growth, additional ECB intervention,uncertainty surrounding a British exit from the European Union, (EU) (Brexit), uncertainty surrounding Japan’s continued recovery amidst assorted policy changes, significant declinesvolatility in global commodity prices including oil, divergent monetary policies in the United StatesU.S. versus many other developed economies, a newly elected U.S. president, and heightened concerns surrounding the Chinese economy.economy and increasing protectionism in U.S. foreign trade policy. While capital and market conditions have been generally favorable in the last year, the prospect for increased volatility remains.


A shift in the global trading policies by the U.S. and subsequent trade conflict with China has raised concerns about a slowdown of the Chinese economy and the recent trade agreement between the U.S. and China left tariffs in place and many trade issues unresolved. In addition, the recent trade agreement between the U.S. and Japan resulted in tariff reductions on some products but left tariffs on other products in place. While it is not expected that the Company's products would be directly impacted by tariffs, any resulting economic downturn could adversely affect the Company.

Activity by the government of North Korea in 2018 was the subject of increasing focus for a number of other governments, including those of the U.S. and Japan. Although hostile rhetoric decreased in 2019, there is a possibility of renewed hostility between their governments. In addition, in January 2020, hostility between the government of the U.S. and the government of Iran increased, ultimately culminating in a number of missile strikes. Such activity and related geopolitical risk could have a significant impact on financial market conditions across the world. Under certain circumstances, government actions taken in response to these or similar situations could have a material impact on the Company's operations and financial performance, including the indirect impact of potentially severe and prolonged capital market volatility and disruption.

As we holdthe Company holds a significant amount of fixed maturity and perpetual securities issued by borrowers located in many different parts of the world, including a large portion issued by banks and financial institutions, sovereigns, and other corporate borrowers in the United StatesU.S. and Europe, ourits financial results are directly influenced by global financial markets. A retrenchment of the recent improvements in overallstrength of the capital market healthmarkets could adversely affect ourthe Company's financial condition, including ourits capital position and our overall profitability. Market volatility and recessionary pressures could result in significant realized or unrealized losses due to severe price declines driven by increases in interest rates or credit spreads, defaults in payment of principal or interest, or credit rating downgrades.



18



Following the election of Shinzo Abe as Prime Minister of Japan in December 2012, the new administration adopted a new set of financial measures to stimulate the Japanese economy, including imposing negative interest rates on excess bank reserves. In a December 2014 snap-election,and October 2017 snap-elections, the ruling Liberal Democratic Party (LDP) won a landslide victory,decisive victories further strengthening Mr. Abe's ability to implementcontinue with economic reformreforms and address key policy challenges. The Japanese financial markets reacted with even lower rates on Japanese Government bonds, large increases in Japanese equity market values, and a weakeningIn September 2018, Mr. Abe won reelection to another three-year term as president of the yen relative toLDP. Most recently, the U.S. dollar. More recently, as the Bank of Japan (BoJ) hasBoJ signaled to hold its policy rate at zero the Japan Government Bond (JGB)and to continue yield curve has steepened producing higher ratescontrol to maintain a targeted yield on longer maturity Japanese Government bonds.the 10-year JGB. Prime Minister Abe’s election victories may result in the continuation of current monetary policy, but there can be no guarantee that this is the case.


Japan is the largest market for ourthe Company's products, and we ownthe Company owns substantial holdings in JGBs. Government actions to stimulate the economy affect the value of ourthe Company's existing holdings, ourits reinvestment rate on new investments in JGBs or other yen denominatedyen-denominated assets, and consumer behavior relative to ourthe Company's suite of products. The additional government debt from fiscal stimulus actions could contribute to a weakening ofadversely impact the Japan sovereign credit profile, and resultwhich could in further rating downgrades at the credit rating agencies. This couldturn lead to additional volatility in Japanese capital and currency markets.



13



OurThe Company's investment portfolio ownshas sizeable credit positions in many other geographic areas of the world including the Middle East, Latin America, Asia, and other emerging markets. Deterioration in their underlying economies, sovereign credit worthiness, or financial market conditions could negatively impact ourthe Company's financial position.


While we havethe Company has continued to add floating rate investments to ourits investment portfolio, most of ourits investment portfolio holdings are income-producing bonds that provide a fixed level of income. Many of ourthe Company's investments were made at the relatively low level of interest rates prevailing over the last several years.decade. Any increase in the market yields of ourthe Company's holdings due to an increase in interest rates could create substantial unrealized losses in ourthe Company's portfolio, as discussed further in a separate risk factor in this section of the Form 10-K.


We needThe Company needs liquidity to pay ourits operating expenses, dividends on ourits common stock, interest on ourits debt, and liabilities. For a further description of ourthe Company's liquidity needs, including maturing indebtedness, see Item 7 of this Form 10-K - Management's Discussionthe Liquidity and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity.section of MD&A in this report. In the event ourthe Company's current resources do not meet ourits needs, wethe Company may need to seek additional financing. OurThe Company's access to additional funding will depend on a variety of factors such as market conditions, the general availability of credit to the financial services industry and ourits credit rating.


Should investors become concerned with any of ourthe Company's investment holdings, including the concentration in JGBs, ourits access to market sources of funding could be negatively impacted. There is a possibility that lenders or debt investors may also become concerned if we incurthe Company incurs large investment losses or if the level of ourthe Company's business activity decreases due to a market downturn or there are further adverse economic trends in the United StatesU.S. or Japan, specifically, or generally in developed markets. Similarly, ourthe Company's access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us.actions. See more information on recent rating actions later in this Risk Factors section.


Broad economic factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, indirectly, the amount and profitability of ourthe Company's business. In an economic downturn characterized by higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, the demand for financial and insurance products could be adversely affected. This adverse effect could be particularly significant for companies such as oursAflac that distribute supplemental, discretionary insurance products primarily through the worksite in the event that economic conditions result in a decrease in the number of new hires and total employees. Adverse changes in the economy could potentially lead ourthe Company's customers to be less inclined to purchase supplemental insurance coverage or to decide to cancel or modify existing insurance coverage, which could adversely affect ourthe Company's premium revenue, results of operations and financial condition. We areThe Company is unable to predict the course of the current recoveries in global financial markets or the recurrence, duration or severity of disruptions in such markets.


WeEvents, including those external to the Company's operations, could damage the Company's reputation.

The Company has made significant investments in the Aflac brand over a long period of time. Because insurance products are exposedintangible, the Company's ability to significant interest rate risk, which may adversely affect our resultscompete for and maintain policyholders relies to a large extent on consumer trust in the Company's business, including its alliance partners, sales associates and other distribution partners. The perception of operations,unfavorable business practices or financial conditionweakness with respect to the Company, its alliance partners, sales associates or other distribution partners could create doubt regarding the Company's ability to honor the commitments it has made to its policyholders. Such a perception could also negatively impact the Company’s ability to attract and liquidity.
We have substantial investment portfolios that support our policy liabilities. Low levels of interest rates on investments, such as those recently experiencedretain qualified sales associates, brokers and other distribution partners, including its alliance partners in Japan, and the United States, have reduced the level of investment income earned by the Company. Our overall level of investment income will be negatively impacted in a persistent low-interest-rate environment. While we generally seek to maintain a diversified portfolio of fixed-income investments that reflects the cash flow and duration characteristics of the liabilities it supports, we may not be able to fully mitigate the interest rate risk of our assets relative to our liabilities. Our exposure to interest rate risk relates primarily to the ability to invest future cash flows to support the interest rate assumption made at the time our products were priced and the related reserving assumptions were established. A sustained decline in interest rates could hinder our ability to earn the returns assumed in the pricing and the reserving for our products at the time they were sold and issued. Due to low interest rates, our ability to earn the returns we expect may also influence our ability to develop and price attractive new products and could impact our overall sales levels. Our first sector products are more interest rate sensitive than third sector products. The recent negative interest rate imposed by the Bank of Japan on excess bank reserves could have a negative impact on the distribution and pricing of these products.
A rise in interest rates could improve our ability to earn higher rates of return on future investments, as well as floating rate investments held in our investment portfolio. However, an increase in the differential of 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 our business, results of operations or financial condition.

14



Changes in interest rates have a direct impact on the fair values of fixed securities in our investment portfolio; however, they do not have a direct impact on the related valuation of the corresponding liabilities. Prolonged periods of low interest rates, as have been experienced in recent years, heighten the risk of future increases in interest rates because an increasing proportion of our investment portfolio includes investments that bear lower rates of return than the embedded book yield of the investment portfolio. A rise in interest rates could decrease the fair value of our debt and perpetual securities. Some of the insurance products that Aflac sells in the United States and Japan provide cash surrender values. A rise in interest rates could trigger significant policy lapsation which might require the Company to sell investment assets and recognize unrealized losses. This situation is commonly referred to as disintermediation risk. We generally invest our assets to match the duration and cash flow characteristics of our policy liabilities, and therefore would not expect to realize most of these gains or losses, however, our risk is that unforeseen events or economic conditions, such as changes in interest rates resulting from governmental monetary policies, domestic and international economic and political conditions, and other factors beyond our control will reduce the effectiveness of this strategy. These events or economic conditions could either cause us to dispose of some or all of these investments prior to their maturity, or increase the risk that the issuers of these securities may default or may require impairment, which could result in our having to recognize such gains or losses.
Rising interest rates also negatively impact the SMR since unrealized losses on the available-for-sale investment portfolio factor into the ratio. For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates, negatively impacting Aflac Japan's earnings and corresponding repatriation and capital deployment.
Further, interest rate risk is still an inherent portfolio, business and capital risk for us, and significant changes in interest rates could have a material adverse effect on our consolidated results of operations, financial condition or cash flows through realized losses, impairments, changes in unrealized positions, and liquidity.

For more information regarding interest rate risk, see the Interest Rate Risk subsection within the Market Risks of Financial Instruments section of MD&A in this report.

Our concentration of business in Japan poses risks to our operations.
Our operations in Japan, including realized gains and losses on Aflac Japan's investment portfolio, accounted for 71% of our total revenues for 2016, compared with 70% in 2015 and 72% in 2014. The Japanese operations accounted for 83% of our total assets at both December 31, 2016 and 2015.

Further, because of the concentration of our business in Japan and our need for long-dated yen-denominated assets, we have a substantial concentration of JGBs in our investment portfolio. As such we have material exposure to the Japanese economy, geo-political climate, political regime, and other factors that generally determine a country's creditworthiness. Specifically, the nationally recognized statistical rating organizations (NRSROs, or "rating agencies"), credit rating agencies registered with the SEC, have placed increased scrutiny on JGBs, which are a significant component of the Company’s overall investment portfolio, resulting in downgrades as discussed later in this Risk Factors section. The NAIC is also considering changes to investment risk factors. Any negative developments by the NRSROs or NAIC in these areas could result in increased capital requirements for the Company.

We seek to match the investment currency and interest rate risk to our yen liabilities. The low level of interest rates available on yen-denominated securities has a negative effect on our overall net investment income. A large portion of the cash available for reinvestment each year is deployed in yen-denominated instruments and subject to the low level of yen interest rates.

Any potential deterioration in Japan's credit quality, market access, the overall economy of Japan, or Japanese market volatility could adversely impact the business of Aflac in general and specifically Aflac Japan and our relatedCompany's sales, results of operations and financial condition. Maintaining the Company's stature as a trustworthy


We are exposed to foreign currency fluctuations in
19



insurer and responsible corporate citizen, which helps support the yen/dollar exchange rate.

Duestrength of the Company's brand, is critical to the size of Aflac Japan, where our functional currency isCompany's reputation and the Japanese yen, fluctuations infailure or perceived failure to do so could adversely affect the yen/dollar exchange rate can have a significant effect on our reportedCompany's brand value, financial positioncondition and results of operations. Aflac Japan's premiumsFor example, negative publicity or allegations of unfavorable business practices or poor governance can be rapidly and approximately half of its investment income are received in yen. Claimswidely shared over social or traditional media or other means, and most expenses are paid in yen, and we purchase yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to

15



support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into dollars for financial reporting purposes. Accordingly, fluctuations in the yen/dollar exchange rate can have a significant effect on our reported financial position and results of operations. In periods when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported. Any unrealized foreign currency translation adjustments are reported in accumulated other comprehensive income. As a result, yen weakening has the effect of suppressing current year results in relation to the prior year, while yen strengthening has the effect of magnifying current year results in relation to the prior year. In addition, the weakening of the yen relative to the dollar will generally adversely affect the value of our yen-denominated investments in dollar terms. Foreign currency translation also impacts the computation of our risk-based capital ratio because Aflac Japan is consolidated in our U.S. statutory filings due to its status as a branch. Our required capital, as determined by the application of risk factors to our assets and liabilities, is proportionately more sensitive to changes in the exchange rate than our total adjusted capital. As a result, when the yen strengthens relative to the dollar, our RBC and SMR is suppressed. We engage in certain foreign currency hedging activitiescould reduce demand for the purpose of hedgingCompany's insurance products, reduce the yen exposureCompany's ability to our net investment in our branch operations in Japan. These hedging activities are limited in scoperecruit and we cannot provide assurance that these activities will be effective.

Aflac Japan is exposedretain employees, or lead to further foreign exchange risk through its investment in unhedged U.S. dollar-denominated securities. When the yen strengthens, the unhedged U.S. dollar-denominated investments will experience unrealized foreign exchange losses, negatively impacting SMR. Forgreater regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by changes in the yen/dollar exchange rate and could negatively impact Aflac Japan's earnings and the corresponding repatriation and capital deployment.

Additionally, we are exposed to economic currency risk when yen cash flows are converted into dollars, resulting in an increase or decrease in our earnings when exchange gains or losses are realized. This primarily occurs when we repatriate funds from Aflac Japan to Aflac U.S., but it also has an impact when yen cash is converted to U.S. dollars for investment into U.S. dollar-denominated assets (as described above). The exchange rates prevailing at the time of repatriation may differ from the exchange rates prevailing at the time the yen profits were earned. We engage in foreign currency hedging activities to mitigate the exposure to this foreign exchange risk.

For more information regarding foreign currency risk, see the Currency Risk subsection within the Market Risks of Financial Instruments section of MD&A in this report.

Failure to execute or implement the conversion of the Japan branch to a legal subsidiary could adversely affect our business, results of operations, or financial position.

The implementation of the Japan Branch conversion to a legal subsidiary is a complex undertaking and involves a number of risks, including additional costs, information technology-related delays and problems, personnel loss, regulatory law changes, legal and regulatory requirements, changes to our operations, and management distraction. Many aspects of these transactions are subject to regulatory approvals from a number of different jurisdictions. We may not obtain needed regulatory approvals in the timeframe anticipated or at all, which could delay or prevent us from realizing the anticipated benefits of this transaction. Changes to regulatory laws before the completion of the transaction could result in significant costs or reduction in capital. The transaction or the related regulatory approvals may entail modifications of certain aspects of our operations, which could result in additional costs or reduce net earnings. Any of these risks, if realized, could result in a material adverse effect on our business, results of operations or financial condition.

Lack of availability of acceptable yen-denominated investments could adversely affect our results of operations, financial position or liquidity.
We attempt to match both the duration and currency of our assets with our liabilities. This is very difficult for Aflac Japan due to the lack of available long-dated yen-denominated fixed income instruments.

Prior to the financial crisis of 2008, the Company was focused on investing cash flows in JGBs, which had relatively low yields, and utilizing private placement and perpetual securities to gain additional yield, extend the duration of the investment portfolio, and maintain yen exposure. Given call activity, with respect to certainscrutiny of the Company's legacy private placement investments, the Company has recently added a modest amount of yen-denominated private placements to its investment portfolio. The investment in private placements and legacy perpetual securities carries risk associated with illiquidity, which is managed and monitored by the Company.operations.


16



Starting in 2012, Aflac Japan augmented its investment strategy to include U.S. dollar-denominated investments which could then be hedged back to yen. Initially this program focused on public investment-grade bonds but has evolved over time to include U.S. dollar-denominated investment-grade commercial mortgage loans and infrastructure debt, high yield bonds, loan receivables and U.S. equity securities. As of December 31, 2016, Aflac Japan held approximately $22.4 billion in U.S. dollar-denominated investments, at amortized cost, and approximately $16.0 billion of notional in foreign currency forwards and options to hedge principal currency risk. We plan to continue adding other instruments denominated in U.S. dollars, including floating rate investments, to improve the portfolio diversification and/or return profile. Some of the U.S. dollar-denominated asset classes that we anticipate adding have less liquidity than investment-grade corporate bonds. These strategies will continue to increase our exposure to U.S. interest rates, credit spreads and other risks. We have increased foreign exchange risk exposure as the comprehensive hedging program may not always correlate to the underlying U.S. dollar-denominated assets, thereby increasing earnings volatility. These risks can significantly impact the Company's consolidated results of operations, financial position or liquidity.

If future policy benefits, claims or expenses exceed those anticipated in establishing premiums and reserves, our financial results would be adversely affected.

We establish and carry, as a liability, reserves based on estimates of how much will be required to pay for future benefits and claims. We calculate these reserves using various assumptions and estimates, including premiums we will receive over the assumed life of the policy; the timing, frequency and severity of the events covered by the insurance policy; and the investment returns on the assets we purchase with a portion of our net cash flow from operations. These assumptions and estimates are inherently uncertain. Accordingly, we cannot determine with precision the ultimate amounts that we will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level we assume prior to payment of benefits or claims. If our actual experience is different from our assumptions or estimates, our reserves may prove inadequate. As a result, we would incur a charge to earnings in the period in which we determine such a shortfall exists, which could have a material adverse effect on our business, results of operations and financial condition.

The success of our business depends in part on effective information technology systems and on continuing to develop and implement improvements in technology.

Our business depends in large part on our technology systems for interacting with employers, policyholders, sales associates, and brokers, and our business strategy involves providing customers with easy-to-use products to meet their needs and ensuring employees have the technology in place to support those needs. Some of our information technology systems and software are older, legacy-type systems that are less efficient and require an ongoing commitment of significant resources to maintain or upgrade to current standards (including adequate business continuity procedures). We are in a continual state of upgrading and enhancing our business systems; however, these changes tend to challenge our complex integrated environment. Our success is dependent in large part on maintaining or improving the effectiveness of existing systems and continuing to develop and enhance information systems that support our business processes in a cost-efficient manner. If we do not maintain the effectiveness of our systems, our operations and reputation could be adversely affected and we could be exposed to litigation as well as to regulatory proceedings and fines or penalties.

The effect that governmental actions for the purpose of stabilizing the financial markets will have on such markets generally, or on us specifically, is difficult to determine at this time.
In response to the severity of the global financial crisis, numerous regulatory and governmental actions were taken to address weakness in the banking system, volatility in capital market conditions, and to stimulate the global economy. In the United States, this included aggressive expansionary monetary policy actions by the Federal Reserve, including conventional measures such as reducing the Federal Funds rate to near zero, and less conventional measures such as multiple rounds of quantitative easing. The result of the actions of the Federal Reserve was to keep interest rates, as measured by the U.S. Treasury curve and other relevant market rates, at very low levels for an extended period of time in an attempt to stimulate the economy.

As the U.S. economy has continued to improve, the Federal Reserve has reduced the amount of monetary stimulus. The actions previously taken by the Federal Reserve, and the amounts involved, are unprecedented. As such, there exist considerable risks associated with the amount of monetary stimulus provided and its withdrawal. These risks could include heightened inflation, increased volatility of interest rates, significantly higher interest rates, and overall increased volatility in the fair value of investment securities. These factors could negatively impact our business by reducing the value of our existing portfolio, negatively impacting our opportunities for new investments as market volatility increases, increasing the risk of depressed bond valuations or defaults in our credit portfolio, increasing the costs to hedge certain

17



dollar holdings into yen, and reducing the demand for our products should the broader economy be negatively impacted by withdrawal of monetary stimulus.

The financial crisis also resulted in new government regulation, including the Dodd-Frank Act. This significant legislation, intended to reduce risk of another crisis, contains multiple provisions that could impact our business as rules are finalized and implemented. While it is difficult to isolate the impact of Dodd Frank from other government and central bank actions and general market conditions since the financial crisis, we believe that the Dodd-Frank Act, in particular bank capital requirements, limits on proprietary trading and derivatives regulation, has affected the value of our holdings in banks and other financial institutions, and impacted pricing, liquidity, and our general ability to conduct financial and capital market transactions. The process of implementing the Dodd-Frank Act is ongoing and continues to involve additional rulemaking from time to time. The new presidential administration in the United States and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act. We cannot predict with any degree of certainty what impact, if any, the Dodd-Frank Act will have on our U.S. business, financial condition, or results of operations, particularly given the election of a new U.S. president in November 2016.

As the effects of the financial crisis continue to linger, other central banks around the world have followed the actions of the Federal Reserve and taken unprecedented actions. In the case of the ECB, multiple actions were taken to mitigate the European sovereign and banking crisis, and to stimulate the economies throughout the Eurozone. The Bank of Japan has undertaken monetary policy actions designed to stimulate the Japanese economy. These governmental interventions are still being deployed in the form of extremely low short-term interest rates and asset purchases, and thus may continue to support an environment of historically low or negative interest rates in the near to medium term. There can be no assurance as to the effect that these governmental actions, other governmental actions taken in the future, or the ceasing of these governmental actions will have on the financial markets generally, the economies in which we operate, our competitive position, or our business and financial condition.

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, could harm our business.

We depend heavily on our telecommunication, information technology and other operational systems and on the integrity and timeliness of data we use to run our businesses and service our customers. These systems may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our control. Despite our implementation of a variety of security measures, our information technology and other systems could be subject to physical or electronic break-ins, unauthorized tampering, security breaches or other cyber-attacks, resulting in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to customers, or in the misappropriation of our intellectual property or proprietary information. Although the minor data leakage issues we have experienced to date have not had a material effect on our business, interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, whether due to actions by us or others, could delay or disrupt our ability to do business and service our customers, harm our reputation, subject us to regulatory sanctions and other claims, lead to a loss of customers and revenues and otherwise adversely affect our business. In addition, the costs to address or remediate system interruptions or security threats and vulnerabilities, whether before or after an incident, could be significant. While we continue to invest in the infrastructure of our data security programs, we have been, and will likely continue to be, the target of unauthorized access, cyber-attacks, computer viruses or other malicious codes, or other computer-related penetrations.

We operate in an industry that is subject to ongoing changes.
We operate in a competitive environment and in an industry that is subject to ongoing changes from market pressures brought about by customer demands, legislative reform, marketing practices and changes to health care and health insurance delivery. These factors require us to anticipate market trends and make changes to differentiate our products and services from those of our competitors. We also face the potential of competition from existing or new companies in the United States and Japan that have not historically been active in the supplemental health insurance industry but some of which have greater financial, marketing and management resources than we do. Failure to anticipate market trends and/or to differentiate our products and services can affect our ability to retain or grow profitable lines of business.

Further, as employers and brokers are increasingly requesting a full-suite of products from one insurance provider, a failure to react and adapt to these demands could result in decreased sales or market share. Similarly, a failure to meet evolving customer demands through innovative product development, effective distribution channels, and continuous

18



investment in our technology could result in lower revenues and less favorable policy terms and conditions, which could adversely affect our operating results.

If we fail to comply with restrictions on patient privacy and information security, including taking steps to ensure that our third-party service providers and business associates who access, store, process or transmit sensitive patient information maintain its security, integrity, confidentiality and availability, our reputation and business operations could be materially adversely affected.

The collection, maintenance, use, protection, disclosure and disposal of individually identifiable data by our businesses are regulated at the international, federal and state levels. These laws and rules are subject to change by legislation or administrative or judicial interpretation. Various state laws address the use and disclosure of individually identifiable health data to the extent they are more restrictive than those contained in the privacy and security provisions in the federal Gramm-Leach-Bliley Act of 1999 (GLBA) and in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA also requires that we impose privacy and security requirements on our business associates (as such term is defined in the HIPAA regulations).With regard to personal information obtained from policyholders, the insured, or others, Aflac Japan is regulated in Japan by the Act on the Protection of Personal Information (APPI) and guidelines issued by FSA and other governmental authorities.
Even though we provide for appropriate protections through our contracts and perform information security risk assessments of our third-party service providers and business associates, we still have limited control over their actions and practices. In addition, despite the security measures we have in place to ensure compliance with applicable laws and rules, our facilities and systems, and those of our third-party providers may be vulnerable to security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. The U.S. Congress and many states are considering new privacy and security requirements that would apply to our business. Compliance with new privacy and security laws, requirements, and new regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business models, the development of new administrative processes, and the effects of potential noncompliance by our business associates. They also may impose further restrictions on our collection, disclosure and use of patient identifiable data that are housed in one or more of our administrative databases. Noncompliance with any privacy laws or any security breach involving the misappropriation, loss, theft or other unauthorized disclosure of sensitive or confidential member information, whether by us or by one of our third parties, could have a material adverse effect on our business, reputation and results of operations, including: material fines and penalties; compensatory, special, punitive and statutory damages; consent orders regarding our privacy and security practices; adverse actions against our licenses to do business; and injunctive relief.
In addition, under Japanese laws and regulations, including the APPI, if a leak or loss of personal information by Aflac Japan or its business associates should occur, depending on factors such as the volume of personal data involved and the likelihood of other secondary damage, Aflac Japan may be required to file reports to the FSA; issue public releases explaining such incident to the public; or become subject to an FSA business improvement order, which could pose a risk to our reputation.


Extensive regulation and changes in legislation can impact profitability and growth.


Aflac's insurance subsidiaries are subject to complex laws and regulations that are administered and enforced by a number of governmental authorities, including the FSA and Ministry of Finance (MOF) in Japan, and state insurance regulators, the SEC, the NAIC, the FIO, the FSA and Ministry of Finance (MOF) in Japan, the U.S. Department of Justice, state attorneys general, the U.S. Commodity Futures Trading Commission, and the U.S. Treasury, including the Internal Revenue Service (IRS), in the U.S., each of which exercises a degree of interpretive latitude. In addition, proposals regarding the global regulation of insurance are under discussion.discussion, and changes to corporate form that attend the conversion of Aflac Japan to a subsidiary may introduce new forms of regulation compared to those with which the Company has historically been subject. For example, AAMJ is licensed as a discretionary asset manager under the Japan Financial Instruments and Exchange Act and is subject to rules of the Japan Investment Advisors Association, a self-regulatory organization with mandatory membership for Japan investment managers. Consequently, we arethe Company is subject to the risk that compliance with any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may not result in compliance with another regulator's or enforcement authority's interpretation of the same issue, particularly when compliance is judged in hindsight. There is also a risk that any particular regulator's or enforcement authority's interpretation of a legal or regulatory issue may change over time to ourthe Company's detriment. In addition, changes in the overall legal or regulatory environment may, even absent any particular regulator's or enforcement authority's interpretation of an issue changing, cause us to change ourthe Company's views regarding the actions we needthe Company needs to take from a legal or regulatory risk management perspective, thus necessitating changes to ourthe Company's practices that may, in some cases, limit ourits ability to grow or otherwise negatively impact the profitability of ourthe Company's business.


19




The primary purpose of insurance company regulatory supervision is the protection of insurance policyholders, rather than investors. The extent of regulation varies, but generally is governed by state statutes in the United StatesU.S. and by the FSA and the MOF in Japan. These systems of supervision and regulation cover, among other things:


standards of establishing and setting premium rates and the approval thereof
standards of minimum capital and reserve requirements and solvency margins, including risk-based capitalRBC measures
restrictions on, limitations on and required approval of certain transactions between ourthe Company's insurance subsidiaries and their affiliates, including management fee arrangements
restrictions on the nature, quality and concentration of investments
restrictions on the types of terms and conditions that wethe Company can include in the insurance policies offered by ourits primary insurance operations
limitations on the amount of dividends that insurance subsidiaries can pay or foreign profits that can be repatriated
the existence and licensing status of a company under circumstances where it is not writing new or renewal business
certain required methods of accounting
reserves for unearned premiums, losses and other purposes
assignment of residual market business and potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies
administrative practices requirements
imposition of fines and other sanctions
Regulatory authorities periodically re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, could have a material adverse effect on ourthe Company's financial condition and results of operations. This risk is particularly relevant in 2017 as a new presidential administration begins inIf the United States which has expressed interest in making significant changes in specific areas ofCompany's subsidiaries fail to meet the regulatory landscape inminimum capital or operational requirements established by its respective regulators, they could be subject to examination or corrective action, or the United States.Company's financial strength ratings could be downgraded, or both.

Various forms of federal oversight and regulation of insurance were signed into law by the prior administration. For example, the ACA gave the U.S. federal government direct regulatory authority over the business of health insurance and made significant changes to the U.S. health care insurance marketplace, including the imposition of an individual medical insurance coverage mandate, penalties on certain employers for failing to provide adequate coverage, the creation of health insurance exchanges, and proscriptions regarding coverage and exclusions as well as medical loss ratios. The legislation also includes changes in government reimbursements and tax credits for individuals and employers and alters federal and state regulation of health insurers. These changes, directed toward major medical health insurance coverage that Aflac does not offer, may or may not continue to be implemented over the next several years in light of the commencement of a new U.S. presidential administration in January 2017. We believe that the ACA, as currently in force, will not require us to materially change the design of our insurance products. However, indirect consequences of the continuation, modification or partial or full repeal of the legislation and regulations could present challenges and/or opportunities that could potentially have an impact on our sales model, financial condition and results of operations.

The process of implementing the Dodd-Frank Act is ongoing and continues to involve additional rulemaking from time to time. The new presidential administration in the United States and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act. We cannot predict with any degree of certainty what impact, if any, the Dodd-Frank Act will have on our U.S. business, financial condition, or results of operations, particularly given the election of a new U.S. president in November 2016.

Changes in domestic or foreign tax laws or interpretations of such laws could increase our corporate taxes and reduce our earnings. Additionally, global budget deficits make it likely that governments’ need for additional revenue will result in future tax proposals that will increase our effective tax rate. However, it remains difficult to predict the timing and effect that future tax law changes could have on our earnings both in the United States and in foreign jurisdictions, particularly in light of the election of a new U.S. president in November 2016.
Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase ourthe Company's direct and indirect compliance and other expenses of doing business, thus having a material adverse effect on ourthe Company's financial condition and results of operations.




20




Defaults, downgrades, widening credit spreads or
The Companyis exposed to foreign currency fluctuations in the yen/dollar exchange rate.

Due to the size of Aflac Japan, where functional currency is the Japanese yen, fluctuations in the rate of exchange between the yen and the U.S. dollar can have a significant effect on the Company's reported financial position and results of operations. Aflac Japan's premiums and approximately half of its investment income are received in yen, and its claims and most expenses are paid in yen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other events impairingyen-denominated financial statement items are, however, translated into U.S. dollars for financial reporting purposes. Accordingly, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported financial position and results of operations. In periods when yen weakens, translating yen into U.S. dollars causes fewer U.S. dollars to be reported. When yen strengthens, translating yen into U.S. dollars causes more U.S. dollars to be reported. Any unrealized foreign currency translation adjustments are reported in accumulated other comprehensive income. As a result, yen weakening has the effect of suppressing current year results in relation to the prior year, while yen strengthening has the effect of magnifying current year results in relation to the prior year. In addition, the weakening of the yen relative to the U.S. dollar will generally adversely affect the value of the fixedCompany's yen-denominated investments in U.S. dollar terms.

The Company engages in certain foreign currency hedging activities for the purpose of hedging the yen exposure to its net investment in operations in Japan. These hedging activities are limited in scope, and the Company cannot provide assurance that these activities will be effective.

Unhedged U.S. dollar-denominated securities held by Aflac Japan are exposed to foreign exchange fluctuations, which impact SMR. In periods of yen strengthening, the unhedged U.S. dollar-denominated investments will experience unrealized foreign exchange losses, negatively impacting SMR. This impact increases when the size of the unhedged U.S. dollar-denominated portfolio increases, which can occur due to the purchase of additional unhedged U.S. dollar-denominated investments, or through termination or expiration of existing hedges. Unrealized currency gains and losses on unhedged U.S. dollar-denominated securities are monetized (or, in other words, are economically realized) only upon converting the proceeds from the sale, maturity or redemption of these securities perpetual securitiesto yen, which primarily occurs when yen are needed to satisfy policyholder obligations or other business expenses of Aflac Japan. To mitigate exposure to the foreign exchange risk from U.S. dollar-denominated investments and loan receivablesto reduce SMR volatility, the Company engages in ourcertain currency hedging activities. However, these hedging activities are limited in scope and the Company cannot provide assurance that its hedging strategies will be effective. As a result, periods of unusually volatile currency exchange rates could result in limitations on dividends available to the Parent Company.

As indicated in the MD&A, the Company has determined that the unhedged U.S. dollar-denominated investment portfolio acts as a natural economic currency hedge of a portion of the Company’s investment in Aflac Japan against erosion of economic value. However, the unhedged U.S. dollar-denominated investment portfolio at the same time creates an unmatched foreign currency exposure and subjects Aflac Japan to volatility in regulatory capital and earnings, which may reduce our earnings and capital position.
We are subjectadversely impact Aflac Japan’s ability to pay dividends to the risk thatParent Company. The overall investment strategy in Aflac Japan is guided primarily by the issuers and/or guarantorsobjective of fixed maturity securities, perpetual securitiessecuring the long-term financial strength of Aflac Japan and loan receivables we own may default on principal or interest. A significant portionfunding of our portfolio represents an unsecured obligationyen liabilities. As a result, the Company has historically maintained and currently maintains the size of the issuer, including someunhedged portfolio at levels below the economic equity surplus in Aflac Japan. However, there can be no assurance that are subordinated to other debt in the issuer’s capital structure. In these cases, many factors can influence the overall creditworthiness of the issuer and ultimately its ability to service and repay our holdings. This can include changes in the global economy, the company's assets,this strategy or management, shifts in the dynamics of the industries in which they compete, their access to additional funding, and the overall health of the credit markets. Factors unique to our securities including contractual protections such as financial covenants or relative position in the issuer's capital structure also influence the value of our holdings.will be successful.


Most of our investments carry a rating by one or more of the NRSROs. Any change in the rating agencies' approach to evaluating credit and assigning an opinion could negatively impact the fair value of our portfolio. We employ a team of credit analysts to monitor the creditworthiness of the issuers in our portfolio. Any credit-related declines in the fair value of positions held in our portfolio we believe are not temporary in nature will negatively impact our net income and capital position through impairment and other credit related losses. These losses would also affect our solvency ratios in the United States and Japan. Aflac Japan has certainFurthermore, for regulatory accounting purposes, there are certain requirements for realizing impairments that could be triggered by credit-related losses, which may be different fromchanges in the rate of exchange between the yen and U.S. GAAPdollar and statutory requirements. These impairment losses could negatively impact Aflac Japan's earnings and the corresponding repatriationdividends and capital deployment.


WeAdditionally, the Company is exposed to currency risk when yen cash flows are also subjectconverted into U.S. dollars, resulting in an increase or decrease in the Company's U.S. dollar-denominated cash flows and earnings when exchange gains or losses, respectively, are realized. This primarily occurs when the Company dividends funds from Aflac Japan to the risk that any collateral providing credit enhancement to our positions could deteriorate. These instruments may include senior secured first lien loans, such as commercial mortgage loans, bank loans, middle market loans, and loan-backed securities where the underlying loan or collateral notes may default on principal, interest, or other payments, causingParent Company, but it also has an adverse change inimpact when cash flows to the positions held in our investment portfolio.

Our portfolio includes holdings of perpetual securities. Most of these are issued by global banks and financial institutions. Following the financial crisis, rating agencies reviewed and, in most cases, modified the rating criteria for financial institutions. This has caused multiple downgrades of many bank and financial issuers, but perpetual securities have been more negatively impacted as their lower position in the capital structure represents relatively moreform of yen is converted to U.S. dollars for investment into U.S. dollar-denominated assets. The exchange rates prevailing at the time of dividend payment may differ from the exchange rates prevailing at the time the yen profits were earned. In 2018, the Parent Company began entering into forward contracts to accomplish a dual objective of hedging foreign currency exchange rate risk than other more senior obligationsrelated to dividend payments by Aflac Japan, and reducing enterprise-wide hedge costs. If the markets experience a significant strengthening of yen, this could cause cash strain at the issuer. Further downgrades or default of issuers of securities we own will have a negative impact on our portfolio and could reduce our earnings and capital.

We are exposed to sovereign credit risk through instruments issued directly by governments and government entitiesParent Company as well as banks and other institutions that rely in part on the strength of the underlying government for their credit quality. In addition to the United States and Japan, many governments, especially in Europe, have been subject to rating downgrades due to the need for fiscal and budgetary remediation and structural reforms, reduced economic activity, and investment needed to support banks or other systemically important entities. Additional downgrades or default of our sovereign issuers will have a negative impact on our portfolio and could reduce our earnings and capital.

In addition to our exposure to the underlying fundamental credit strength of the issuers of our fixed maturity and perpetual securities and the underlying risk of default, we are also exposed to the general movement in credit market spreads. A widening of credit spreads could reduce the value of our existing portfolio, create unrealized losses on our investment portfolio, and reduce our adjusted capital position which is used in determining the SMR in Japan. This widening of credit spreads could, however, increase the net investment income on new credit investments. Conversely, a tightening of credit spreads could increase the value of our existing portfolio and create unrealized gains on our investment portfolio. This tightening of credit spreads could also reduce the net investment income available to us on new credit investments. Increased market volatility also makes it difficult to value certain of our investment holdings (see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, of this Form 10-K).

As a result of cash collateral and potentially cash settlement requirements. Based on the large declinetiming and severity of exchange rate fluctuations combined with the level of outstanding activity in oil prices in early 2016 and subsequent price volatility, there has been heightened attention to certain investments inthis program, the various energy sectors. Our portfolio includes holdings diversified across multiple sub-sectors ofcash strain at the oil and gas industry, spread among multiple geographies.Parent Company could be significant. 


21



As of December 31, 2016, the weighted-average rating of our total fixed maturity securities energy exposure was BBB, and 88% of our exposure to the oil and gas industry was investment grade. Market volatility surrounding these issuers could lead to increased negative ratings activity from the public rating agencies for energy credit issuers. We do not currently expect our investments in the energy sector to have a material impact on our results of operations.


For more information regarding creditunhedged U.S. dollar-denominated securities, see the risk factor below entitled, “Lack of availability of acceptable yen-denominated investments could adversely affect the Company’s results of operations, financial

21



position or liquidity”. For more information regarding foreign currency risk, see the Currency Risk subsection within the Market Risks of Financial Instruments - Credit Risk subsectionsection of Item 7, Management's DiscussionMD&A.

Tax rates applicable to the Company may change.

The Company is subject to taxation in Japan, and Analysis, of this Form 10-K.

Sales of our products and services are dependent on our ability to attract, retain and support a network of qualified sales associates in the United States.U.S. under federal and numerous state and local tax jurisdictions. In preparing the Company's financial statements, the Company estimates the amount of tax that will become payable, but the Company's effective tax rate may be different than estimates due to numerous factors including accounting for income taxes, the mix of earnings from Japan and the U.S., the results of tax audits, adjustments to the value of uncertain tax positions, changes to estimates and other factors. Further, changes in U.S. or Japan tax laws or interpretations of such laws could increase the Company's corporate taxes and reduce earnings.
Our sales
In addition, it remains difficult to predict the timing and effect that future tax law changes could have on the Company's earnings both in the U.S. and in foreign jurisdictions. Any of these factors could cause the Company to experience an effective tax rate significantly different from previous periods or the Company's current estimates. If the Company's effective tax rate were to increase, the Company's financial condition and results of operations could be adversely affected if our sales networks deteriorate or if we do not adequately provide support, training and education for our existing network. Competition exists for sales associates with demonstrated ability. We compete with other insurers and financial institutions primarily on the basis of our products, compensation, support services and financial rating. An inability to attract and retain qualified sales associates could have a material adverse effect on sales and our results of operations and financial condition. Our sales associates are independent contractors and may sell products of our competitors. If our competitors offer products that are more attractive than ours, or pay higher commissions than we do, these sales associates may concentrate their efforts on selling our competitors' products instead of ours. In addition to our commissioned sales force, Aflac has expanded its sales leadership team to include a salaried sales force of over 175 market directors and broker sales professionals. Our ability to attract and retain top talent in these salaried roles has a material impact on our sales success.affected.

A decline in the creditworthiness of other financial institutions could adversely affect us.the Company.


We haveThe Company has exposure to and routinely executeexecutes transactions with counterparties in the financial services industry, including broker dealers, derivative counterparties, commercial banks and other institutions.


We useThe Company uses derivative instruments to mitigate various risks associated with ourits investment portfolio, notes payable, and profit repatriation. We entersubsidiary dividends. The Company enters into a variety of agreements involving assorted instruments including foreign currency forward contracts,contracts; foreign currency options,options; foreign currency swaps; and interest rate swaps and options on interest rate swaps (or interest rate swaptions). To provide additional alternatives to increase our overall portfolio yield while managing our overall currency risk, starting in 2012, we have invested a significant portion of the investable cash flow generated by Aflac Japan into U.S. dollar-denominated investments and hedged these investments to yen through the use of currency forward and option contracts.swaptions. The derivative forward and option contracts are of a shorter maturity than the hedged investments, which creates roll-over risks within the hedging program. Due to changes in market environments, there is a risk the hedges become ineffective and lose the corresponding hedge accounting treatment. At December 31, 2016, we held foreign currency forwards and options of approximately $16.0 billion of notional associated with Aflac Japan's U.S. dollar-denominated investments referenced above, foreign currency swaps of $3.7 billion of notional associated with our notes payable, and foreign currency forwards and options of approximately $1.1 billion of notional used to economically hedge profit repatriation. The Company's increased use of derivatives has increased ourresults in financial exposure to derivative counterparties. To mitigate counterparty exposure, we have established internal limits based on counterparties' credit ratings. Our internal limits include deposit and derivative exposure that we monitor on a daily basis. If ourthe Company's counterparties fail or refuse to honor their obligations under derivative instruments, ourthe Company's hedges of the risks will be ineffective.ineffective, and the Company's financial condition and results of operations could be adversely affected.


We engageThe Company engages in derivative transactions directly with unaffiliated third parties under International Swaps and Derivatives Association, Inc. (ISDA) agreements and other documentation. Most of the ISDA agreements also include Credit Support Annexes (CSAs) provisions, which generally provide for two-way collateral postings at the first dollar of exposure. We mitigateThe Company mitigates the risk that counterparties to transactions might be unable to fulfill their contractual obligations by monitoring counterparty credit exposure and collateral value while generally requiring that collateral be posted at the outset of the transaction. In addition, a significant portion of the derivative transactions have provisions that give the counterparty the right to terminate the transaction upon a downgrade of Aflac’s financial strength rating. The actual amount of payments that wethe Company could be required to make, depends on market conditions, the fair value of outstanding affected transactions, and other factors prevailing at and after the time of the downgrade. If the Company is required to post collateral to support derivative contracts and/or pay cash to settle the contracts at maturity, the Company's liquidity could be strained. In addition, the Company's cleared swaps result in counterparty exposure to clearing brokers and central clearinghouses; while this exposure is mitigated in part by clearinghouse and clearing broker capital and regulation, no assurance can be provided that these counterparties will fulfill their obligations. The Company also has exposure to counterparties to securities lending transactions in the event they fail to return loaned securities. The Company is also exposed to the risk that there may be a decline in value of securities posted as collateral for securities lending programs or a decline in value of investments made with cash posted as collateral for such programs.


Further, we havethe Company has agreements with various financial institutions for the distribution of ourits insurance products. For example, at December 31, 2016, we2019, the Company had agreements with 372367 banks to market Aflac's products in Japan. Sales through

22



these banks represented 8.9%4.3% of Aflac Japan's new annualized premium sales in 2016.2019. Any material adverse effect on these or other financial institutions could also have an adverse effect on ourthe Company's sales.
The Company has entered into significant reinsurance transactions with large, highly rated counterparties. Negative events or developments affecting any one of these counterparties could have an adverse effect on ourthe Company's financial position or results of operations.
All of these risks related to exposure to other financial institutions could adversely impact ourthe Company's consolidated results of operations and financial condition.



22



The determination of the amount of impairments taken on the Company's investments is based on significant valuation judgments and could materially impact its results of operations or financial position.
An investment in a fixed maturity security is impaired if the fair value falls below book value. The Company regularly reviews its entire investment portfolio for declines in value. The majority of the Company's investments are evaluated for other-than-temporary impairment using the Company's debt impairment model.
The Company's debt impairment model includes emphasis on the ultimate collection of the cash flows from its investments. The determination of the amount of impairments under this model is based upon the Company's periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.
For the Company's fixed maturity securities reported in the available-for-sale portfolio, the Company reports the investments at fair value in the statement of financial condition and records any unrealized gain or loss in the value of the asset in accumulated other comprehensive income. For the Company's held-to-maturity securities portfolio, the Company reports the investments at amortized cost. Under the debt impairment model, the determination of whether an impairment in value is other than temporary is based largely on the Company's evaluation of the issuer's creditworthiness. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. The Company also verifies whether it has the intent to sell or if it is more likely than not the Company would be required to sell the security prior to recovery of its amortized cost. If the Company determines it is unlikely to recover the book value of the instrument prior to disposal of the security, the Company will reduce the carrying value of the security to its fair value and recognize any associated impairment loss in the Company's consolidated statement of earnings or other comprehensive income, depending on the nature of the loss.
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's management updates its evaluations regularly as conditions change and as new information becomes available and reflects impairment losses in the Company's income statement when considered necessary. Furthermore, additional impairments may need to be taken in the future. Historical trends may not be indicative of future impairments.

U.S. tax audit risk related to conversion of the Japan branch to a subsidiary could adversely impact the Company's financial position.

The conversion of the Japan branch to a legal subsidiary, which the Company executed in the second quarter of 2018, was a complex, tax-free transaction that is conditioned on the continued validity of a private letter ruling the Company received from the IRS. Notwithstanding the receipt of the private letter ruling, the IRS could determine that the Japan branch conversion should be treated as a taxable transaction. For example, the IRS could conclude that the representations, assumptions and covenants on which the private letter ruling is based are untrue, not accurate, or have not been fulfilled. If the IRS made such a conclusion, the Company could incur significant U.S. federal income tax liabilities or litigation costs to defend the tax-free treatment of the transaction outlined by the private letter ruling. Such liabilities or costs could have a material adverse effect on the Company's business, results of operations and financial condition.

As a holding company, the Parent Company depends on the ability of its subsidiaries to transfer funds to it to meet its debt service and other obligations and to pay dividends on its common stock.
The Parent Company is a holding company and has no direct operations, orand its most significant assets other thanare the stock of its subsidiaries. Because we conduct ourthe Parent Company conducts its operations through ourits operating subsidiaries, we dependthe Parent Company depends on those entities for dividends and other payments to generate the funds necessary to meet ourits debt service and other obligations, and to pay dividends on ourand conduct repurchases of its common stock. stock, and to make investments into its subsidiaries or external investment opportunities.
Aflac is domiciled in Nebraska and is subject to insurance regulations that impose certain limitations and restrictions on payments of dividends, management fees, loans and advances by Aflac to the Parent Company. The Nebraska insurance statutes require prior approval for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve

23



service arrangements and other transactions within the affiliated group of companies. In addition,After the Japan branch conversion, the Nebraska insurance department and the FSA mayapproved their respective domiciled insurance company service arrangements and transactions. The FSA does not allow profit repatriationsdividends or other transferspayments from Aflac Japan if they would cause Aflacunless it meets certain financial criteria as governed by Japanese corporate law. Under these criteria, dividend capacity at the Japan to lack sufficient financial strength for the protection of Japanese policyholders.subsidiary will be defined as retained earnings plus other capital reserve less net after-tax net unrealized losses on available-for-sale securities.
The ability of Aflac and Aflac Japan to pay dividends or make other payments to the Parent Company could also be constrained by our dependencethe Company's dependency on financial strength ratings from independent rating agencies. OurThe Company's ratings from these agencies depend to a large extent on Aflac's capitalization level. Any inability of Aflac to pay dividends or make other payments to the Parent Company could have a material adverse effect on ourthe Company's financial condition and results of operations. There
For the foregoing reasons, there is no assurance that the earnings from, or other available assets of, ourthe Parent Company's operating subsidiaries will be sufficient to make distributions to enable usthe Company to operate.
Any decrease in ourthe Company's financial strength or debt ratings may have an adverse effect on ourits competitive position and access to liquidity and capital.


Financial strength ratings can play an important role in establishing the competitive position of insurance companies. On an ongoing basis, NRSROs review the financial performance and condition of many insurers, including Aflacthe Company and ourits competitors. They may assign multiple ratings including a financial strength rating, reflecting their view of the insurer’s ability to pay claims on a timely basis, and ratings on an insurer’s senior and subordinated debt obligations, indicating their view of an insurer’s ability to make timely payments on their debt obligations.


NRSROs may change their ratings or outlook on an insurer's ratings due to a variety of factors including the NRSRO’s assessment of the insurer’s strength of operations and overall financial condition. Some factors that may influence ratings include competitive position; profitability; cash generation and other sources of liquidity; capital levels; quality of the investment portfolio; and perception of management capabilities. The ratings assigned to usthe Company by the NRSROs are important factors in ourthe Company's ability to access liquidity and capital from the bank market, debt capital markets or other available sources, such as reinsurance transactions. Downgrades to ourthe Company's credit ratings could give ourits derivative counterparties the right to require early termination of derivatives transactions or delivery of additional collateral, thereby adversely affecting ourthe Company's liquidity.


In view of the difficulties experienced after the financial crisis by many financial institutions, including those in the insurance industry, the NRSROs have heightened the level of scrutiny that they apply to such institutions. Steps taken by the NRSROs include an increase in the frequency and scope of their reviews, additional information requests from the companies that they rate, including additional information regarding the valuation of investment securities held, and, in certain cases, an increase in the capital and other requirements employed in their models for maintenance of certain rating levels.


23




On September 16, 2015, S&P downgraded their credit rating of Japan’s sovereign debt. Following this action, they also downgraded several other foreign insurers, including Aflac. Although we are a U.S.-based insurer, ourthe Company. The Company's significant operations in Japan and corresponding regulation by the Japanese FSA, combined with ourits significant exposure to JGBs as outlined above, resulted in S&P downgrading the financial strength rating of ourAflac's core insurance operations to A+ and ourthe Parent Company's senior debt rating to A-, both with a stable outlook. While S&P made no further downgrades to ourthe Company's ratings inbetween 2016 and 2019, they have stated in the paststate that a downgrade of Japan's sovereign rating could lead to a downgrade of ourthe Company's financial strength rating. As a matter of policy, S&P rarely rates insurance companies above the sovereign long-term rating of the country of domicile because during times of stress, the sovereign’s regulatory and supervisory powers may restrict an insurer’s or financial system’s flexibility. Moody’s has also stated that the following factors could lead to a downgrade of the Company’s ratings: a downgrade of the U.S. or Japanese operating entities; or a downgrade of the Government of Japan sovereign debt rating.


In addition to the impact on ourthe Company's access to liquidity, as mentioned above, a downgrade of ourthe Company's ratings could have a material adverse effect on agent recruiting and retention, sales, competitiveness and the marketability of ourits products which could negatively impact ourthe Company's liquidity, operating results and financial condition. Additionally, sales through the bank channel in Japan could be adversely affected as a result of their reliance and sensitivity to ratings levels.


We
24



The Company cannot predict what actions rating agencies may take, or what actions wethe Company may take in response to the actions of rating agencies, which could adversely affect ourthe Company's business. As with other companies in the financial services industry, ourthe Company's ratings could be downgraded at any time and without any notice by any NRSRO.NRSRO.


OurThe Company's risk management policies and procedures may prove to be ineffective and leave usthe Company exposed to unidentified or unanticipated risk, which could adversely affect ourthe Company's businesses or result in losses.


We haveThe Company has developed an enterprise-wide risk management and governance framework to mitigate risk and loss to the Company. We maintainThe Company maintains policies, procedures and controls intended to identify, measure, monitor, report and analyze the risks to which the Company is exposed.
However, there are inherent limitations to risk management strategies because thererisk may exist, or developemerge in the future, risks that we havethe Company has not appropriately anticipated or identified. If ourthe Company's risk management framework proves ineffective, the Company may suffer unexpected losses and could be materially adversely affected. As ourthe Company's businesses change and the markets in which we operateit operates evolve, ourthe Company's risk management framework may not evolve at the same pace as those changes. As a result, there is a risk that new products or new business strategies may present risks that are not appropriately identified, monitored or managed. In times of market stress, unanticipated market movements or unanticipated claims experience resulting from greater than expected morbidity, mortality, longevity, or persistency, the effectiveness of ourthe Company's risk management strategies may be limited, resulting in losses to the Company. In addition, under difficult or less liquid market conditions, ourthe Company's risk management strategies may not be effective because other market participants may be using the same or similar strategies to manage risk under the same challenging market conditions. In such circumstances, it may be difficult or more expensive for the Company to mitigate risk due to the activity of such other market participants.
Many of ourthe Company's risk management strategies or techniques are based upon historical customer and market behavior and all such strategies and techniques are based to some degree on management’s subjective judgment. WeThe Company cannot provide assurance that ourits risk management framework, including the underlying assumptions or strategies, will be accurate and effective.
Management of operational, legal and regulatory risks requires, among other things, policies, procedures and controls to record properly and verify a large number of transactions and events, and these policies, procedures and controls may not be fully effective. Models are utilized by ourthe Company's businesses and corporate areas primarily to project future cash flows associated with pricing products, calculating reserves and valuing assets, as well as in evaluating risk and determining capital requirements, among other uses. These models are utilized under a risk management policy approved by ourthe Company's executive risk management committees, however, the models may not operate properly and rely on assumptions and projections that are inherently uncertain. As ourthe Company's businesses continue to grow and evolve, the number and complexity of models we utilizethe Company utilizes expands, increasing ourthe Company's exposure to error in the design, implementation or use of models, including the associated input data and assumptions.
Past or future misconduct by ourthe Company's employees or employees of ourthe Company's third parties (suppliers which are cost-based relationships and alliance partners which are revenue-generating relationships) could result in violations of law by us,the Company, regulatory sanctions and/or serious reputational or financial harm and the precautions we takethe Company takes to prevent and detect this activity may not be effective in all cases. Despite ourthe Company's published Supplier Code of Conduct, due diligence of ourthe Company's alliance

24



partners, and rigorous contracting procedures (including financial, legal, IT security, and risk reviews), there can be no assurance that controls and procedures that we employ,the Company employs, which are designed to assess third party viability and prevent usthe Company from taking excessive or inappropriate risks, will be effective. We review our supplier cost structures and alliance compensation policies and practices as partAdditionally, the use of our overall risk management program, but it is possible that these cost structures and forms of compensation could inadvertently incentivize excessive or inappropriate risk taking. If our third parties take excessivealso poses operational risks that could result in financial loss, operational disruption, brand damage, or inappropriate risks, those risks could harm our reputationcompliance issues. Inadequate oversight of Aflac’s third party suppliers due to the lack of policies, procedures, training and have a material adverse effect on our results of operationsgovernance may lead to financial loss or financial condition.damage to the Aflac brand.
The concentration of ourthe Company's investment portfolios in any particular single-issuer or sector of the economy may have an adverse effect on ourthe Company's financial position or results of operations.
Negative events or developments affecting any particular single issuer, industry, group of related industries, asset class or geographic sector may have an adverse impact on a particular holding or set of holdings. We seekholdings, which may increase risk of loss from defaults due to non-payment of interest or principal. The Company seeks to minimize this risk by maintaining an appropriate level of diversification. To the extent we havethe Company has concentrated positions, it could have an adverse effect on ourthe Company's results of operations and financial position. OurThe Company's global investment guidelines establish

25



concentration limits for ourits investment portfolios.


At December 31, 2016, we held approximately $42.9 billion at amortized cost, or 42.4% of our total debt and perpetual securities, in JGBs. JGBs were rated A1/A+/A at December 31, 2016 by Moody's, S&P and Fitch, respectively. At December 31, 2016, 10% of our total portfolio of debt and perpetual securities was in the bank and financial institution sector. For further details on the concentrations within ourthe Company's investment portfolios, see the Analysis of Financial ConditionInvestments section of Item 7, MD&A, inand the Credit Risk section of Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of this report.Form 10-K.


The valuation of ourthe Company's investments and derivatives includes methodologies, estimations and assumptions which are subject to differing interpretations and could result in changes to investment valuations that may adversely affect ourthe Company's results of operations or financial condition.
We reportThe Company reports a significant amount of ourits fixed maturity securities and other financial instruments at fair value. As such, valuations may include inputs and assumptions that are less observable or require greater estimation as well as valuation methods which are more sophisticated, thereby resulting in values which may be greater or less than the value at which the investments may be ultimately sold. Rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within ourthe Company's consolidated financial statements and the period-to-period changes in value could vary significantly.


Valuations of ourthe Company's derivatives fluctuate with changes in underlying market variables, such as interest rates and foreign currency exchange rates. During periods of market turbulence created by political instability, economic uncertainty, government interventions or other factors, wethe Company may experience significant changes in the volatility of ourits derivative valuations. Extreme market conditions can also affect the liquidity of such instruments creating marked differences in transaction levels and counterparty valuations. Depending on the severity and direction of the movements in its derivative valuations, the Company will face increases in the amount of collateral required to be posted with its counterparties. Liquidity stresses to the Company may also occur if the required collateral amounts increase significantly over a very short period of time. Conversely, the Company may be exposed to an increase in counterparty credit risk for short periods of time while calling collateral from its counterparties.


Elimination of LIBOR as an interest rate benchmark may create uncertainty in valuation of loans, derivatives and other assets where valuation and interest rates are based on LIBOR, and may create uncertainty in the pricing of such assets in markets for their sale and disposition.

For further discussion on investment and derivative valuations, see the Critical Accounting Estimates section in Item 7, Management's Discussion and Analysis, and Notes 1, 3, 4, and 5 of the Notes to the Consolidated Financial Statements in this Form 10-K.


ManagingThe Company depends heavily on key executive succession is critical to our success.
We would be adversely affected if we fail to adequately plan for successionmanagement personnel, and the loss of our senior management and other key executives. While we have succession plans and employment arrangements with certainservices of one or more of its key executives these plans cannot guarantee thatcould harm the Company's business.

The Company’s success depends to a significant extent upon the efforts and abilities of its key management personnel. The loss of the services of theseone or more of the Company's senior executives will be available to us,could significantly undermine its management expertise and our operationsthe Company's business could be adversely affected if they are not.affected.

The determination of the amount of impairments taken on our investments is based on significant valuation judgments and could materially impact our results of operations or financial position.

25



An investment in a fixed maturity, perpetual or equity security is impaired if the fair value falls below book value. We regularly review our entire investment portfolio for declines in value. The majority of our investments are evaluated for other-than-temporary impairment using our debt impairment model, while our investments in equities and below-investment-grade perpetual securities are evaluated using our equity impairment model.
Our debt impairment model includes emphasis on the ultimate collection of the cash flows from our investments. The determination of the amount of impairments under this model is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.
For our fixed maturity and perpetual securities reported in the available-for-sale portfolio, we report the investments at fair value in the statement of financial condition and record any unrealized gain or loss in the value of the asset in accumulated other comprehensive income. For our held-to-maturity securities portfolio, we report the investments at amortized cost. Under the debt impairment model, the determination of whether an impairment in value is other than temporary is based largely on our evaluation of the issuer's creditworthiness. We must apply considerable judgment in determining the likelihood of the security recovering in value while we own it. Factors that may influence this include our assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. We also verify whether we have the intent to sell or if it is more likely than not we would be required to sell the security prior to recovery of its amortized cost. If we determine it is unlikely we will recover our book value of the instrument prior to our disposal of the security, we will reduce the carrying value of the security to its fair value and recognize any associated impairment loss in our consolidated statement of earnings or other comprehensive income, depending on the nature of the loss.
Our investments in perpetual securities that are rated below investment grade and equity securities are evaluated for other-than-temporary impairment under our equity impairment model. This impairment model focuses on the severity of a security's decline in fair value coupled with the length of time the fair value of the security has been below cost or amortized cost and the financial condition and near-term prospects of the issuer. For equity securities, we also verify our intent to hold the securities until they recover in value.
For regulatory accounting purposes for Aflac Japan, there are certain requirements for realizing impairments that could be triggered by rising interest rates or credit-related losses, negatively impacting Aflac Japan's earnings and corresponding repatriation and capital deployment.
Our management updates its evaluations regularly as conditions change and as new information becomes available and reflects impairment losses in the Company's income statement when considered necessary. Furthermore, additional impairments may need to be taken in the future. Historical trends may not be indicative of future impairments.

Catastrophic events could adversely affect our financial condition and results of operations.

Our insurance operations are exposed to the risk of catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, and acts of terrorism. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Certain events such as earthquakes, tsunamis, hurricanes and man-made catastrophes could cause substantial damage or loss of life in larger areas, especially those that are heavily populated. Claims resulting from natural or man−made catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition, as well as affect our ability to write new business.


Changes in accounting standards issued by the Financial Accounting Standard Boards (FASB) or other standard-setting bodies may adversely affect ourthe Company's financial statements.
OurThe Company's financial statements are subject to the application of generally accepted accounting principles in both the United States and Japan,U.S. GAAP, which areis periodically revised and/or expanded. Accordingly, from time to time we arethe Company is required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB. ItThe impact of accounting pronouncements that have been issued but not yet implemented and are applicable to the Company is possibledisclosed in Note 1 of the Notes to the Consolidated Financial Statements. The pronouncements expected to have the most significant impact on the Company's financial position or results of operations are outlined below.
In June 2016, the FASB issued Accounting Standard Update (ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The amendments in this update require a financial asset (or a group of financial assets) measured on an amortized cost basis to be presented net of an allowance for current expected credit losses in order to reflect the amount expected to be collected on the financial asset(s). The Company currently estimates the after-tax net impact from the adoption of ASU 2016-13 at a $56 million decrease to retained earnings, which primarily relates to loans and loan receivables. The amendments are effective for fiscal years beginning after December 15, 2019.

26



Additionally, in August 2018 the FASB issued ASU 2018-12, Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts. The amendments in this update will significantly change how insurers account for long-duration contracts. Among the issues addressed in the amendments is the requirement to review and, if there is a change, update cash flow assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly. The Company anticipates that the requirement to review and update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes, and controls, while the requirement to update the discount rate will have a significant impact on the other comprehensive income component of its equity. The amendments are effective for fiscal years beginning after December 15, 2021. See Critical Accounting Estimates section of Item 7. MD&A in this report.

Changes to accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on ourthe Company's results of operations and financial condition. During the last three years, various accounting standard-setting bodies have been active in soliciting comments and issuing statements, interpretations and exposure drafts. For information on new accounting

26



pronouncements and the impact, if any, on ourthe Company's financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements in this report.
Events, including those externalThe Company faces risks related to our operations, could damage our reputation.litigation, regulatory investigations and inquiry and other matters.
Because insurance products are intangible, we rely
The Company is a defendant in various lawsuits considered to a large extent on consumer trustbe in ourthe normal course of business. The perceptionfinal results of any litigation cannot be predicted with certainty, and plaintiffs may seek very large amounts in class actions or other litigation. Although some of this litigation is pending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, the Company believes the outcome of pending litigation will not have a material adverse effect on its financial weaknessposition, results of operations, or cash flows. However, a substantial legal liability or a significant federal, state or other regulatory action against the Company, as well as regulatory inquiries or investigations, could create doubtharm the Company's reputation, result in changes in operations, result in material fines or penalties, result in significant costs due to legal fees, settlements or judgments against the Company, or otherwise have a material adverse effect on the Company's business, financial condition and results of operations. Without limiting the foregoing, the litigation and regulatory matters the Company is, has been, or may become, subject to include matters related to sales agent recruiting, policy sales practices, claim payments and procedures including denial or delay of benefits, material misstatements or omissions in the Company's financial reports or other public statements, and/or corporate governance, corporate culture or business ethics matters. Further, the Company may be subject to claims of or litigation regarding our abilitysexual or other forms of misconduct or harassment, or discrimination on the basis of race, color, national origin, religion, gender, or other bases, notwithstanding that the Company's Code of Business Conduct and Ethics prohibits such harassment and discrimination by its employees, the Company has ongoing training programs and provide opportunities to honorreport claims of noncompliant conduct, and it investigates and may take disciplinary action regarding alleged harassment or discrimination. Any violations of or deviation from laws, regulations, internal or external codes or standards of normative behavior, or perceptions of such violations or deviations, by the commitments we have made to our policyholders. Maintaining our stature as a responsible corporate citizen, which helps supportCompany's employees or by independent sales agents could adversely impact the strength of our unique brand, is critical to ourCompany's reputation and the failurebrand value, financial condition and results of operations.

Allegations or perceived failure to do sodeterminations of agent misclassification could adversely affect us.the Company’s results of operations, financial condition and liquidity.


ChangesA majority of the Company's U.S. sales force is, and has historically been, comprised of independent agents. While the Company believes that it has properly classified such agents as independent contractors, the Company may be subject to claims, regulatory action by state or federal departments of labor or tax authorities or litigation asserting that such agents are employees. The laws and regulations governing the classification of workers in our discount rate, expected rate of return, life expectancy, health care cost and expected compensation increase assumptions for our pension and other postretirement benefit plansthe U.S. may be changed or interpreted differently compared to past interpretations, including in states where the Company generates significant sales through independent agents. An allegation or determination that independent agents in the Company’s U.S. sales force have been misclassified as independent contractors could result in increased expenseschanges in the Company’s operations and reduce our profitability.

We determine our pension and other postretirement benefit plan costs based on assumed discount rates, expected rates of return on plan assets, life expectancy of plan participants and expected increases in compensation levels and trends in health care costs. Changes in these assumptions, including from the impact of a sustained low interest rate environment, mayU.S. business model, result in increased expensesmaterial fines or penalties, result in significant costs due to legal fees, settlements or judgments against the Company, or otherwise have a material adverse effect on the Company's business, results of operation, financial condition and reduce our profitability.liquidity.


We face risks related to litigation.

ITEM 1B. UNRESOLVED STAFF COMMENTS
We are
Not applicable.


27



ITEM 2. PROPERTIES

In the U.S., Aflac owns land and buildings that comprise two primary campuses located in Columbus, Georgia. These campuses include buildings that serve as the Company's worldwide headquarters and house administrative support and information technology functions for U.S. operations. Aflac leases office space in Columbia, South Carolina, which houses the Company's CAIC subsidiary (branded as Aflac Group Insurance). Aflac also leases office space in New York that houses the Company's Global Investment division. Aflac also leases administrative office space throughout the U.S., Puerto Rico and the United Kingdom.
In Tokyo, Japan, Aflac has three primary campuses. The first campus includes a building, owned by Aflac, for the customer call center, the claims department, information technology departments, and training facility. It also includes a leased property, which houses Aflac Japan's policy administration and customer service departments. The second campus comprises leased space, which serves as Aflac Japan's headquarters and houses administrative and investment support functions. The third campus comprises leased space for the information technology departments. Aflac also leases additional office space in Tokyo, along with regional offices located throughout the country.
ITEM 3. LEGAL PROCEEDINGS

The Company is a defendant in various lawsuits considered to be in the normal course of business. Members of ourthe Company's senior legal and financial management teams review litigation on a quarterly and annual basis. The final results of any litigation cannot be predicted with certainty. Although some of this litigation is pending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, we believethe Company believes the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows. However, litigation could adversely affect us because of the costs of defending these cases, costs of settlement or judgments against us or because of changes in our operations that could result from litigation.
We also face other risks that could adversely affect our business, results of operations or financial condition, which include:

any requirement to restate financial results in the event of inappropriate application of accounting principles
failure to appropriately maintain controls over models used to generate significant inputs to the Company’s financial statements
a significant failure of internal controls over financial reporting
failure of our prevention and control systems related to employee compliance with internal policies and regulatory requirements
failure of corporate governance policies and procedures

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

In the United States, Aflac owns land and buildings that comprise two primary campuses located in Columbus, Georgia. These campuses include buildings that serve as our worldwide headquarters and house administrative support and information technology functions for our U.S. operations. Aflac leases office space in Columbia, South Carolina, which houses our CAIC subsidiary. Aflac leases office space in New York that houses our Global Investment division. Aflac leases administrative office space in Georgia, South Carolina, New York, Nebraska, and in 39 additional states throughout the United States, as well as Washington, D.C. and Puerto Rico.
In Tokyo, Japan, Aflac has three primary campuses. The first campus includes a building, owned by Aflac, for the customer call center, the claims department, information technology departments, and training facility. It also includes a leased property, which houses our policy administration and customer service departments. The second campus comprises leased space, which serves as Aflac Japan's headquarters and houses administrative and investment support

27




functions for the Japan branch. The third campus comprises leased space for the information technology departments. Aflac also leases additional office space in Tokyo, along with regional offices located throughout the country.
ITEM 3. LEGAL PROCEEDINGS

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


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.




28





PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information

Aflac Incorporated's common stock is principally traded on the New York Stock Exchange under the symbol AFL. OurUntil the beginning of October 2019, Aflac Incorporated's stock iswas also listed on the Tokyo Stock Exchange. The quarterly high and low market prices for the Company's common stock, as reported on the New York Stock Exchange for the two years ended December 31 were as follows:under designator 8686.
Quarterly Common Stock Prices
2016High Low
4th Quarter $73.95
   $67.50
 
3rd Quarter 74.50
   71.02
 
2nd Quarter 72.17
   62.59
 
1st Quarter 64.33
   54.57
 
2015High Low
4th Quarter $66.53
   $56.78
 
3rd Quarter 64.99
   51.41
 
2nd Quarter 65.10
   61.32
 
1st Quarter 64.62
   56.41
 


Holders


As of February 15, 2017,12, 2020, there were 87,22886,223 holders of record of the Company's common stock.
Dividends
 2016 2015
4th Quarter $.43
   $.41
 
3rd Quarter .41
   .39
 
2nd Quarter .41
   .39
 
1st Quarter .41
   .39
 

In January2017, the board of directors declared the first quarter 2017 cash dividend of $.43 per share. The dividend is payable on March 1, 2017 to shareholders of record at the close of business on February 15, 2017. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, legal requirements, regulatory constraints and other factors as the board of directors deems relevant. There can be no assurance that we will declare and pay any additional or future dividends. For information concerning dividend restrictions, see Regulatory Restrictions in the Capital Resources and Liquidity section of MD&A and Note 13 of the Notes to the Consolidated Financial Statements presented in this report.



29





Stock Performance Graph
The following graph compares the five-year performance of the Company's common stock to the Standard & Poor's 500 Index (S&P 500) and the Standard & Poor's Life and Health Insurance Index (S&P Life and Health). The Standard & Poor's Life and Health Insurance Index includes: Aflac Incorporated, Globe Life Inc., Lincoln National Corporation, MetLife Inc., Principal Financial Group Inc., Prudential Financial Inc., Torchmark Corporation and Unum Group.


jpeglinegraph.jpg



Performance Graphic Index
December 31,
2011
 2012
 2013
 2014
 2015
 2016
2014
 2015
 2016
 2017
 2018
 2019
Aflac Incorporated100.00
 126.36
 162.90
 152.66
 153.45
 182.78
100.00
 100.52
 119.73
 154.45
 164.04
 194.48
S&P 500100.00
 116.00
 153.58
 174.60
 177.01
 198.18
100.00
 101.38
 113.51
 138.29
 132.23
 173.86
S&P Life & Health Insurance100.00
 114.59
 187.33
 190.98
 178.93
 223.41
100.00
 93.69
 116.98
 136.20
 107.91
 132.92
Copyright© 2017 2020 Standard & Poor’s, a division of The McGraw-Hill Companies Inc.S&P Global. All rights reserved. (www.researchdatagroup.com/S&P.htm)


30




Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities
During the year ended December 31, 20162019, wethe Company repurchased shares of Aflac common stock as follows:
PeriodTotal
Number of
Shares
Purchased
 Average
Price Paid
Per Share
 Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 Maximum    
Number of    
Shares that    
May Yet Be    
Purchased    
Under the    
Plans or    
Programs    
 Total
Number of
Shares
Purchased
 Average
Price Paid
Per Share
 Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
 Maximum    
Number of    
Shares that    
May Yet Be    
Purchased    
Under the    
Plans or    
Programs    
 
January 1 - January 31 3,492,400
 $57.29
 3,492,400
 44,879,158
  4,465,400
 $46.44
 4,465,400
 64,582,487
 
February 1 - February 29 3,584,566
 58.20
 3,435,930
 41,443,228
 
February 1 - February 28 4,170,417
 48.65
 3,624,583
 60,957,904
 
March 1 - March 31 3,229,684
 62.07
 3,224,000
 38,219,228
  2,162,830
 49.50
 2,147,500
 58,810,404
 
April 1 - April 30 2,028,224
 66.15
 2,026,445
 36,192,783
  2,177,000
 49.21
 2,177,000
 56,633,404
 
May 1 - May 31 1,929,098
 68.97
 1,929,098
 34,263,685
  2,813,277
 50.99
 2,812,850
 53,820,554
 
June 1 - June 30 1,925,149
 69.36
 1,918,479
 32,345,206
  1,964,259
 54.44
 1,952,000
 51,868,554
 
July 1 - July 31 918,411
 72.99
 918,300
 31,426,906
  1,360,017
 54.33
 1,360,017
 50,508,537
 
August 1 - August 31 1,001,959
 72.79
 920,700
 30,506,206
  2,491,225
 51.22
 2,483,400
 48,025,137
 
September 1 - September 30 911,184
 72.68
 908,600
 29,597,606
  2,111,075
 51.81
 2,103,600
 45,921,537
 
October 1 - October 31 0
 0.00
 0
 29,597,606
  2,476,152
 52.43
 2,476,100
 43,445,437
 
November 1 - November 30 1,407,600
 71.07
 1,407,600
 28,190,006
  1,938,000
 54.03
 1,938,000
 41,507,437
 
December 1 - December 31 1,438,566
 69.64
 1,436,552
 26,753,454
   4,456,463
 52.92
 4,453,824
 37,053,613
  
Total 21,866,841
 
(2) 
 $64.77
 21,618,104
 26,753,454
 
(1) 
 32,586,115
 
(1) 
 $50.82
 31,994,274
 37,053,613
 
(1)The total remaining shares available for purchase at December 31, 2016, consisted of 26,753,454 shares related to a 40,000,000 share repurchase authorization by the board of directors in 2015.
(2)During the year ended December 31, 2016, 248,7372019, 591,841 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.



As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its Board of Directors.

31




Item 6. Selected Financial Data

ITEM 6.     SELECTED FINANCIAL DATA


Aflac Incorporated and Subsidiaries
Years Ended December 31,
 
(In millions, except for share and per-share amounts)2016 2015 2014 2013 20122019 2018 2017 2016 2015
Revenues:                  
Net premiums, principally supplemental
health insurance
$19,225
 $17,570
 $19,072
 $20,135
 $22,148
$18,780
 $18,677
 $18,531
 $19,225
 $17,570
Net investment income3,278
 3,135
 3,319
 3,293
 3,473
3,578
 3,442
 3,220
 3,278
 3,135
Realized investment gains (losses)(123) 140
 215
 399
 (349)(135) (430) (151) (14) 106
Other income179
 27
 122
 112
 92
84
 69
 67
 70
 61
Total revenues22,559
 20,872
 22,728
 23,939
 25,364
22,307
 21,758
 21,667
 22,559
 20,872
Benefits and expenses:                  
Benefits and claims, net12,919
 11,746
 12,937
 13,813
 15,330
11,942
 12,000
 12,181
 12,919
 11,746
Expenses5,573
 5,264
 5,300
 5,310
 5,732
5,920
 5,775
 5,468
 5,573
 5,264
Total benefits and expenses18,492
 17,010
 18,237
 19,123
 21,062
17,862
 17,775
 17,649
 18,492
 17,010
Pretax earnings4,067
 3,862
 4,491
 4,816
 4,302
4,445
 3,983
 4,018
 4,067
 3,862
Income taxes1,408
 1,329
 1,540
 1,658
 1,436
1,141
 1,063
 (586) 1,408
 1,329
Net earnings$2,659
 $2,533
 $2,951
 $3,158
 $2,866
$3,304
 $2,920
 $4,604
 $2,659
 $2,533
Share and Per-Share Amounts                  
Net earnings (basic)$6.46
 $5.88
 $6.54
 $6.80
 $6.14
$4.45
 $3.79
 $5.81
 $3.23
 $2.94
Net earnings (diluted)6.42
 5.85
 6.50
 6.76
 6.11
4.43
 3.77
 5.77
 3.21
 2.92
Cash dividends paid1.66
 1.58
 1.50
 1.42
 1.34
1.08
 1.04
 .87
 .83
 .79
Cash dividends declared1.66
 1.58
 1.50
 1.42
 1.34
1.08
 1.04
 .87
 .83
 .79
Weighted-average common shares used for basic
EPS (In thousands)
411,471
 430,654
 451,204
 464,502
 466,868
742,414
 769,588
 792,042
 822,942
 861,307
Weighted-average common shares used for diluted
EPS (In thousands)
413,921
 433,172
 454,000
 467,408
 469,287
746,430
 774,650
 797,861
 827,841
 866,344
Supplemental Data                  
Yen/dollar exchange rate at year-end (yen)116.49
 120.61
 120.55
 105.39
 86.58
109.56
 111.00
 113.00
 116.49
 120.61
Weighted-average yen/dollar exchange rate (yen)108.70
 120.99
 105.46
 97.54
 79.81
109.07
 110.39
 112.16
 108.70
 120.99







32




Item 6. Selected Financial Data

Aflac Incorporated and Subsidiaries
December 31,
 
(In millions)2016 2015 2014 2013 20122019 2018 2017 2016 2015
Assets:                  
Investments and cash$116,361
 $105,897
 $107,341
 $108,459
 $118,219
$138,091
 $126,243
 $123,659
 $116,361
 $105,897
Other13,458
 12,359
 12,386
 12,809
 12,838
14,677
 14,163
 13,558
 13,458
 12,359
Total assets$129,819
 $118,256
 $119,727
 $121,268
 $131,057
$152,768
 $140,406
 $137,217
 $129,819
 $118,256
Liabilities and shareholders’ equity:                  
Policy liabilities$93,726
 $87,631
 $83,933
 $89,402
 $97,720
$106,554
 $103,188
 $99,147
 $93,726
 $87,631
Income taxes5,387
 4,340
 5,293
 3,718
 3,858
5,370
 4,020
 4,745
 5,387
 4,340
Notes payable5,360
 4,971
 5,242
 4,858
 4,315
Notes payable and lease obligations (1)
6,569
 5,778
 5,289
 5,360
 4,971
Other liabilities4,864
 3,606
 6,912
 8,670
 9,186
5,316
 3,958
 3,438
 4,864
 3,606
Shareholders’ equity20,482
 17,708
 18,347
 14,620
 15,978
28,959
 23,462
 24,598
 20,482
 17,708
Total liabilities and shareholders’ equity$129,819
 $118,256
 $119,727
 $121,268
 $131,057
$152,768
 $140,406
 $137,217
 $129,819
 $118,256
(1) See Note 1 of the Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 2019 related to leases.
Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.






33




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
                              
FORWARD-LOOKING INFORMATION

TheCertain statements included in this section constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 provides a “safe harbor” to encourage companies to provide prospective information, so long as those informational1995. Forward-looking statements are identified asmade based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. The Company’s actual results may differ, possibly materially, from expectations or estimates reflected in such forward-looking and are accompanied by meaningful cautionary statements identifyingstatements. Certain important factors that could cause actual results to differ, possibly materially, from those includedexpectations or estimates reflected in such forward-looking statements can be found in the forward-looking statements. We desire to take advantage of these provisions. This report contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein,“Risk Factors” and in any other statements made by Company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC). Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as “expect,” “anticipate,” “believe,” “goal,” “objective,” “may,” “should,” “estimate,” “intends,” “projects,” “will,” “assumes,” “potential,” “target”, "outlook" or similar words as well as specific projections of future results, generally qualify as forward-looking. Aflac undertakes no obligation to update such forward-looking statements.“Forward-Looking Statements” sections herein.

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

difficult conditions in global capital markets and the economy
exposure to significant interest rate risk
concentration of business in Japan
foreign currency fluctuations in the yen/dollar exchange rate
failure to execute or implement the conversion of the Japan branch conversion to a legal subsidiary
limited availability of acceptable yen-denominated investments
deviations in actual experience from pricing and reserving assumptions
ability to continue to develop and implement improvements in information technology systems
governmental actions for the purpose of stabilizing the financial markets
interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems
ongoing changes in our industry
failure to comply with restrictions on patient privacy and information security
extensive regulation and changes in law or regulation by governmental authorities
defaults and credit downgrades of investments
ability to attract and retain qualified sales associates and employees
decline in creditworthiness of other financial institutions
subsidiaries' ability to pay dividends to Aflac Incorporated
decreases in our financial strength or debt ratings
inherent limitations to risk management policies and procedures
concentration of our investments in any particular single-issuer or sector
differing judgments applied to investment valuations
ability to effectively manage key executive succession
significant valuation judgments in determination of amount of impairments taken on our investments
catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, acts of terrorism and damage incidental to such events
changes in U.S. and/or Japanese accounting standards
loss of consumer trust resulting from events external to our operations
increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans
level and outcome of litigation
failure of internal controls or corporate governance policies and procedures




34




MD&A OVERVIEW


The following financial review provides a discussion of the Company’s results of operations and financial condition, as well as a summary of the Company’s critical accounting estimates. This section should be read in conjunction with Part I - Item 1. Business and the audited consolidated financial statements and accompanying notes included in Part II - Item 8. Financial Statements and Supplementary Data of this report. This MD&A is divided into the following sections:
Page

The Company elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented in Item 8. Financial Statements and Supplementary Data. Readers should refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)located in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 25, 2019, for reference to discussion of the year ended December 31, 2017, the earliest of the three years presented. Amounts reported in this MD&A may not add due to rounding.


34


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

For the full year of 2019, total revenues were up 2.5% to $22.3 billion, compared with $21.8 billion for the full year of 2018. Net earnings were $3.3 billion, or $4.43 per diluted share, compared with $2.9 billion, or $3.77 per diluted share, for the full year of 2018.

Results for 2019 included pretax net realized investment losses of $135 million, compared with net realized investment losses of $430 million in 2018. Net investment losses in 2019 included $31 million of other-than-temporary impairment losses and changes in loan loss reserves; $236 million in net losses from certain derivatives and foreign currency gains or losses; $101 million of net gains on equity securities; and $31 million of net gains from sales and redemptions.

The average yen/dollar exchange rate(1) in 2019 was 109.07, or 1.2% stronger than the rate of 110.39 in 2018.

Adjusted earnings(2) for the full year of 2019 were $3.3 billion, or $4.44 per diluted share, compared with $3.2 billion, or $4.16 per diluted share, in 2018. The stronger yen/dollar exchange rate impacted adjusted earnings per diluted share by $.02.

Total investments and cash at the end of December 2019 were $138.1 billion, compared with $126.2 billion at December 31, 2018. In 2019, Aflac Incorporated repurchased $1.6 billion, or 32.0 million of its common shares. At the end of December, the Company had 37.1 million remaining shares authorized for repurchase.

Shareholders’ equity was $29.0 billion, or $39.84 per share, at December 31, 2019, compared with $23.5 billion, or $31.06 per share, at December 31, 2018. Shareholders’ equity at December 31, 2019 included a net unrealized gain on investment securities and derivatives of $8.5 billion, compared with a net unrealized gain of $4.2 billion at December 31, 2018. Shareholders’ equity at December 31, 2019 also included an unrealized foreign currency translation lossof $1.6 billion, compared with an unrealized foreign currency translation loss of $1.8 billion at December 31, 2018. The annualized return on average shareholders’ equity in 2019 was 12.6%.

Shareholders’ equity excluding accumulated other comprehensive income (AOCI)(2) (adjusted book value) was $22.3 billion, or $30.74 per share at December 31, 2019, compared with $21.3 billion, or $28.22 per share, at December 31, 2018. The annualized adjusted return on equity excluding foreign currencyimpact(2) in 2019 was 15.1%.

INDUSTRY TRENDS

The Company is intended to informimpacted by financial markets, economic conditions, regulatory oversight and a variety of trends that affect the reader about matters affecting the financial conditionindustries where it competes.

Financial and Economic Environment

The Company’s business and results of operations of Aflac Incorporatedare materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in global capital markets, particular markets, or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio and its subsidiariesinsurance liabilities and derivatives are sensitive to changing market factors. See Item 1A. Risk Factors for the three-year period ended December 31, 2016. Asrisk factor entitled, "Difficult conditions in global capital markets and the economy could have a result,material adverse effect on the following discussion shouldCompany's investments, capital position, revenue, profitability, and liquidity and harm the Company's business."

Demographics

Japan Business - With Japan’s aging population and the rise in healthcare costs, supplemental health care insurance products remain attractive. However, due to the aging population and decline in birthrate, new opportunities for customer demographics are not as readily available. Japan’s existing customers and potential customers seek products that are easily understood, cost-effective and can be read in conjunction withaccessed through technology-enabled devices.






(1) Yen/U.S. dollar exchange rates are based on the related consolidated financial statements and notes. This MD&A is divided intopublished MUFG Bank, Ltd. telegraphic transfer middle rate (TTM).
(2) See the following sections:

Our Business
Performance Highlights
Critical Accounting Estimates
Results of Operations consolidatedsection of this MD&A for a definition of this non-U.S. GAAP financial measure.

35


Item 7. Management's Discussion and by segment
Analysis of Financial Condition includingand Results of Operations

U.S. Business - Customer demographics continue to evolve and new opportunities present themselves in different customer segments such as the millennial and multicultural markets. Customer expectations and preferences are changing. Trends indicate existing customers and potential customers seek cost-effective solutions that are easily understood and can be accessed through technology-enabled devices. Additionally, income protection and the health needs of retiring baby boomers are continuing to shape the insurance industry.

Regulatory Environment

See Item 1. Business - Aflac U.S. Regulation and Aflac Japan Regulation for a discussion of market risks of financial instrumentsregulatory developments that may impact the Company and the associated risks.
Capital Resources
Competitive Environment

See Item 1. Business - Aflac U.S. Competition and Liquidity, includingAflac Japan Competition for a discussion of availability of capitalthe competitive environment and the sources and usesbasis on which the Company competes in each of cashits segments.


OUR BUSINESS2020 OUTLOOK


The Company’s strategy to drive long-term shareholder value is to pursue growth through product development, distribution expansion and digital advancements to improve the customer experience.

The Company's objectives in 2020 are to maintain strong pre-tax margins in its Aflac Japan and Aflac U.S. segments through disciplined product pricing, stable investment returns and leveraging a period of favorable benefit ratios to invest in its platform for future growth and efficiency. The Company believes that its market-leading position, powerful brand recognition and diverse distribution in Japan and the U.S. will provide support toward these objectives.

The Company believes that its efforts will support its prudent strategies for capital deployment in the form of dividends, share repurchases, and opportunistic investments that enhance the Company’s business with a focus on digital distribution and leveraging the Company’s brand, distribution and scale. The Company has stated that the dividend payout ratio from its Aflac Japan segment is likely to be to 100% of FSA earnings from Aflac Japan and 100% of U.S. statutory earnings from Aflac U.S. In its Aflac U.S. segment, the Company plans to maintain a risk-based capital (RBC) ratio in the 500% range for 2020.

Aflac Incorporated (the Parent Company)Japan Segment
In Japan, the Company anticipates that the shift in earned premium from first sector savings products to third sector cancer and its subsidiaries (collectively, the Company) primarily sell supplemental healthmedical products and life insurancefirst sector protection products, will continue to result in moderately lower benefit ratios in the United StatesAflac Japan segment. The Company also expects this shift in business mix, plus continued investment in IT and digital advancements, to result in moderately higher expense ratios for Aflac Japan. The Company's insurance business is marketedCompany anticipates the Japan segment will face revenue challenges in 2020 due to the run-off and administered through American Family Life Assurancepaid-up status of first sector savings and third sector products. The Company of Columbus (Aflac), which operatesexpects a decline in the United States (Aflac U.S.)range of .7% in third sector and first sector protection earned premium for 2020. In addition, net investment income is expected to decline modestly as compared to 2019, due in part to the low interest rate environment in Japan and de-risking of the portfolio, partially offset by lower hedge cost as a branchresult of a reduction in Japan (Aflac Japan). Mostthe hedge ratio in the fourth quarter of Aflac's policies are individually underwritten and marketed through independent agents. 2019.

Aflac U.S. also markets and administers group products through Continental American InsuranceSegment
The Company (CAIC), branded asexpects the profit margins for the Aflac Group Insurance. Our insurance operationsU.S. segment to remain strong, providing a prudent opportunity to reinvest profits back into the U.S. business. The Company anticipates that in 2020, benefit ratios in the United StatesU.S. will remain stable and our branchthat expense ratios will continue to be elevated in Japan servicelight of investments into U.S. platforms in both the two markets for our insurance business.individual and group channels. The Company expects Aflac U.S. to generate earned premium growth in the range of 1% in 2020. Net investment income is expected to decline modestly, primarily as the result of the Company’s implemented U.S. capital and RBC draw-down plan.


Corporate and Other Segment
The Company expects corporate segment results to benefit from net investment income driven by increased capital and liquidity held at the Parent Company, as well as the increase in size of the Company’s enterprise currency hedging strategy. The anticipated increase in investment income is expected to be partially offset by increased costs associated with continued investment in Aflac Corporate Ventures initiatives.

36


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


For more informationimportant disclosures applicable to statements made in this 2020 Outlook, please see the Risk Factors section and the statement on our business, seeForward-Looking Information at the beginning of Item 1. Business, Part I,the Risk Factors identified in Item 1 of this report.1A. and Item 7. Management Discussion and Analysis.


PERFORMANCE HIGHLIGHTSRESULTS OF OPERATIONS


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

Yen–denominated income statement accounts are translated to U.S. dollars using a weighted-averageweighted average Japanese yen/U.S. dollar foreign exchange rate, while yen-denominatedexcept realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen–denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.

The following discussion includes references to the Company's performance measures, adjusted earnings, adjusted earnings per diluted share, and amortized hedge costs/income, which are not calculated in accordance with U.S. GAAP (non-U.S. GAAP). These measures exclude items that the Company believes may obscure the underlying fundamentals and trends in the Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with its insurance operations. The Company's management uses adjusted earnings and adjusted earnings per diluted share to evaluate the financial performance of its insurance operations on a consolidated basis, and the Company believes that a presentation of these measures is vitally important to an understanding of its underlying profitability drivers and trends of its insurance business. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.

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

Adjusted earnings are the profits derived from operations.The most comparable U.S. GAAP measure is net earnings. Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect the Company's underlying business performance.

Adjusted earnings per share (basic or diluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.

Amortized hedge costs/income represent costs/income incurred or recognized in using foreign currency forward
contracts to hedge certain foreign exchange risks in the Company's Japan segment (costs) or in the Corporate and Other segment (income). These amortized hedge costs/income are derived from the difference between the foreign currency spot yen/dollar exchange rate at December 31, 2016 was 116.49, or 3.5% stronger thantime of trade inception and the December 31, 2015 spot yen/dollar exchangecontractual foreign currency forward rate, recognized on a straight line basis over the term of 120.61. The weighted-averagethe hedge. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income.

Adjusted earnings and adjusted earnings per diluted share excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior year ended December 31, 2016 was 108.70, or 11.3% stronger thanperiod, which eliminates fluctuations driven solely by yen-to-dollar currency rate changes.


37


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the weighted-averageaverage dollar/yen exchange rate for the comparable prior year period.

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

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding the impact of the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings, divided by average shareholders’ equity, excluding AOCI. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

The following table is a reconciliation of 120.99items impacting adjusted earnings and adjusted earnings per diluted share to the most directly comparable U.S. GAAP measures of net earnings and net earnings per diluted share, respectively, for the sameyears ended December 31.
Reconciliation of Net Earnings to Adjusted Earnings(1)
 In Millions Per Diluted Share
 2019 2018 2019 2018
Net earnings$3,304
 $2,920
 $4.43
 $3.77
Items impacting net earnings:       
Realized investment (gains) losses (2),(3),(4),(5)
15
 297
 .02
 .38
Other and non-recurring (income) loss1
 75
 .00
 .10
Income tax (benefit) expense on items
excluded from adjusted earnings
(3) (83) .00
 (.11)
Tax reform adjustment (6)
(4) 18
 (.01) .02
Adjusted earnings3,314
 3,226
 4.44
 4.16
Current period foreign currency impact (7)
(15) N/A
 (.02) N/A
Adjusted earnings excluding current period
foreign currency impact
$3,299
 $3,226
 $4.42
 $4.16
(1) Amounts may not foot due to rounding.
(2) Amortized hedge costs of $257 in 2019 and $236 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as a decrease to net investment income. See "Hedge Costs/Income" discussion below for further information.
(3)Amortized hedge income of $89 in 2019 and $36 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as an increase to net investment income. See "Hedge Costs/Income" discussion below for further information.
(4) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount for 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(5) A gain of $66 in 2019 and $67 in 2018, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of interest expense.
(6) The impact of Tax Reform was adjusted in 2018 for return-to-provision adjustments, various amended returns filed by the company, and final true-ups of deferred tax liabilities. Further impacts were recorded in 2019 a result of additional guidance released by the IRS.
(7) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.

Reconciling Items

Realized Investment Gains and Losses

The Company's investment strategy is to invest primarily in 2015.fixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. The Company does not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The realization of investment gains and losses is independent of the underwriting and administration of the Company's insurance products. Realized investment gains and


Reflecting
38


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

losses include securities transactions, impairments, changes in loan loss reserves, derivative and foreign currency activities and changes in fair value of equity securities.
Securities Transactions, Impairments, and Gains (Losses) on Equity Securities

Securities transactions include gains and losses from sales and redemptions of investments where the strongeramount received is different from the amortized cost of the investment. Impairments include other-than-temporary-impairment losses on investment securities as well as changes in loan loss reserves for loan receivables. Starting in the first quarter of 2018, gains and losses from changes in fair value of equity securities are recorded in earnings.
Certain Derivative and Foreign Currency Gains (Losses)

The Company's derivative activities include foreign currency forwards and options on certain fixed maturity securities; foreign currency forwards and options that economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long-term exposure to a weakening yen; foreign currency swaps associated with certain senior notes and subordinated debentures; foreign currency swaps and credit defaults swaps held in consolidated variable interest entities (VIEs); interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments; and interest rate swaptions to hedge changes in the fair value associated with interest rate changes for certain dollar-denominated available-for-sale securities. Gains and losses are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. The Company also excludes the accounting impacts of remeasurement associated with changes in the yen/dollar exchange rate total revenues increased 8.1%from adjusted earnings. Amortized hedge costs/ income related to $22.6 billion in 2016certain foreign currency exposure management strategies (see Amortized Hedge Cost/Income section below), comparedand net interest cash flows from derivatives associated with $20.9 billion in 2015. Net earnings in 2016 were $2.7 billion, or $6.42per diluted share, compared with $2.5 billion, or $5.85 per diluted share, in 2015.

Results for 2016 included pretax net realizedcertain investment losses of $123 million ($80 million after-tax), compared with netstrategies and notes payable are reclassified from realized investment gains (losses) and included in adjusted earnings.

Amortized hedge costs/income can fluctuate based upon many factors, including the derivative notional amount, the length of $140 million ($91 million after-tax)time of the derivative contract, changes in 2015. Netboth U.S. and Japan interest rates, and supply and demand for dollar funding. Amortized hedge costs and income have fluctuated in recent periods due to changes in the previously mentioned factors. For additional information regarding foreign currency hedging, refer to Hedging Activities in the Investments section of this MD&A.

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

Other and Non-recurring Items

The U.S. insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. The system can result in 2016 consistedperiodic charges to the Company as a result of $215 millioninsolvencies/bankruptcies that occur with other companies in the life insurance industry. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. These charges neither relate to the ordinary course of net gains ($140 million after-tax)the Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the saleCompany. The Company excludes any charges associated with U.S. guaranty fund assessments and the corresponding tax benefit or redemptionexpense from adjusted earnings.

In Japan, the government also requires the insurance industry to contribute to a policyholder protection corporation that provides funds for the policyholders of securities; $83 million ($54 million after-tax)insolvent insurers; however, these costs are calculated and administered differently than in the U.S. In Japan, these costs are not directly related to specific insolvencies or bankruptcies, but are rather a regular operational cost for an insurance company. Based on this structure, the Company does not remove the Japan policyholder protection expenses from adjusted earnings.

Nonrecurring items also include conversion costs related to legally converting the Company's Japan business to a subsidiary; these costs primarily consist of other-than-temporary impairment losses;expenditures for legal, accounting, consulting, integration of systems and $255 million of net losses ($166 million after-tax) from valuing derivatives.

Shareholders' equity included a net unrealized gain on investment securitiesprocesses and derivatives of $4.8 billion at other similar services. These Japan branch conversion costs were an immaterial amount for the year-ended December 31, 2016, compared with a net unrealized gain of $3.0 billion at 2019 and $75 million for the year-ended December 31, 2015.2018.


Income Taxes

The Company's combined U.S. and Japanese effective income tax rate on pretax earnings was 25.7% in 2019 and 26.7% in 2018. The decrease in the U.S. federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 drove the reduction in the effective tax rate for 2019 and 2018. Total income taxes were $1.1 billion in both 2019 and 2018. Japanese income taxes on Aflac Japan's results account for most of the Company's consolidated income tax expense.

39


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

For further information, see "Critical Accounting Estimates - Income Taxes" in this MD&A, and Note 10 of the Notes to the Consolidated Financial Statements for additional information.

Foreign Currency Translation

Aflac Japan’s premiums and a significant portion of its investment income are received in yen, and its claims and most expenses are paid in yen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into dollars for financial reporting purposes. The Company translates Aflac Japan’s yen-denominated income statement into dollars using the average exchange rate for the reporting period, and the Company translates its yen-denominated balance sheet using the exchange rate at the end of the period.

Due to the size of Aflac Japan, whose functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported results. In December 2016,periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. Management evaluates the Company's financial performance both including and excluding the impact of foreign currency translation to monitor, respectively, cumulative currency impacts on book value and the currency-neutral operating performance over time.
RESULTS OF OPERATIONS BY SEGMENT
U.S. GAAP financial reporting requires that a company report financial and descriptive information about operating segments in its annual and interim period financial statements. Furthermore, the Company is required to report a measure of segment profit or loss, certain revenue and expense items, and segment assets. Aflac's insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan is the principal contributor to consolidated earnings. Businesses that are not individually reportable, such as the Parent Company, completedasset management subsidiaries and business activities, including reinsurance retrocession activities are included in the Corporate and other segment. See the Item 1. Business section of this Form 10-K for a tender offersummary of each segment's products and distribution channels, and a discussion of the conversion of Aflac Japan from a branch to a subsidiary and the creation of asset management subsidiaries in which it extinguished $1762018. Consistent with U.S. GAAP guidance for segment reporting, pretax adjusted earnings is the Company's U.S. GAAP measure of segment performance. See Note 2 of the Notes to the Consolidated Financial Statements for the reconciliation of segment results to the Company's consolidated U.S. GAAP results and additional information.

AFLAC JAPAN SEGMENT

Aflac Japan Pretax Adjusted Earnings

Changes in Aflac Japan's pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac Japan for the years ended December 31.


40


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Aflac Japan Summary of Operating Results
(In millions)2019 2018 
Net premium income$12,772
 $12,762
 
Net investment income:    
Yen-denominated investment income1,307
 1,283
 
U.S. dollar-denominated investment income1,446
 1,356
 
Net investment income2,753
 2,639
 
Amortized hedge costs related to certain foreign currency
exposure management strategies
257
 236
 
Net investment income, less amortized hedge costs2,496
 2,403
 
Other income (loss)45
 41
 
Total adjusted revenues15,313
 15,206
 
Benefits and claims, net8,877
 8,913
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs709
 710
 
Insurance commissions731
 735
 
Insurance and other expenses1,734
 1,640
 
Total adjusted expenses3,174
 3,085
 
Total benefits and adjusted expenses12,051
 11,998
 
Pretax adjusted earnings$3,261
 $3,208
 
Weighted-average yen/dollar exchange rate109.07
 110.39
 
  In Dollars In Yen
Percentage change over previous period:2019 2018 2019 2018 
Net premium income.1%
.1%
(1.1)% (1.5)% 
Net investment income, less amortized
  hedge costs
3.9
 7.5
 2.2
 5.5
 
Total adjusted revenues.7
 1.2
 (.6) (.5) 
Pretax adjusted earnings1.7
 5.0
 .2
 3.1
 
In yen terms, Aflac Japan's net premium income decreased in 2019, primarily due to limited-pay products reaching paid-up status. Net investment income, net of amortized hedge costs, increased in 2019 primarily due to increased investments in U.S. dollar-denominated floating rate assets and $25 million principal of its 6.90% senior notes due 2039 income related to a partial call of a concentrated yen-denominated exposure.

Annualized premiums in force at December 31, 2019, were ¥1.49 trillion, compared with ¥1.53 trillion in 2018. The decrease in annualized premiums in force in yen of 2.5% in 2019and $193 million principal1.6% in 2018 was driven primarily by limited-pay products reaching paid up status. Annualized premiums in force, translated into dollars at respective year-end exchange rates, were $13.6 billion in 2019 and $13.8 billion in 2018.

Aflac Japan's investment portfolios include U.S. dollar-denominated securities and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). In years when the yen strengthens in relation to the dollar, translating Aflac Japan's U.S. dollar-denominated investment income into yen lowers growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms. In years when the yen weakens, translating U.S. dollar-denominated investment income into yen magnifies growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms.
The following table illustrates the effect of its 6.45% senior notes due 2040. translating Aflac Japan's U.S. dollar-denominated investment income and related items into yen by comparing certain segment results with those that would have been reported had dollar/yen exchange rates remained unchanged from the prior year. Amounts excluding foreign currency impact on U.S. dollar-denominated investment income, a non-U.S. GAAP financial measure, were determined using the average dollar/yen exchange rate for the comparable prior year period. See non-U.S. GAAP financial measures defined above.

41


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Aflac Japan Percentage Changes Over Prior Year
(Yen Operating Results)
For the Years Ended December 31,
  Including Foreign
Currency Changes
 Excluding Foreign
Currency Changes
  2019 2018  2019 2018 
Net investment income, less
amortized hedge costs
2.2 % 5.5 %  2.9 % 6.4 % 
Total adjusted revenues(.6) (.5)  (.5) (.3) 
Pretax adjusted earnings.2
 3.1
  .7
 3.7
 

The pretax lossfollowing table presents a summary of operating ratios in yen terms for Aflac Japan for the years ended December 31.
Ratios to total adjusted revenues:2019 2018 
Benefits and claims, net58.0% 58.6% 
Adjusted expenses:    
Amortization of deferred policy acquisition costs4.6
 4.7
 
Insurance commissions4.8
 4.8
 
Insurance and other expenses11.3
 10.8
 
Total adjusted expenses20.7
 20.3
 
Pretax adjusted earnings21.3
 21.1
 
Ratios to total premiums:    
Benefits and claims, net69.5% 69.9% 
Adjusted expenses:    
Amortization of deferred policy acquisition costs5.5
 5.6
 

In 2019, the benefit ratio decreased, compared to the prior year, primarily due to the early redemptioncontinued change in mix of these notes was $137 million.first and third sector business as first sector products become paid-up. In 2019, the adjusted expense ratio increased mainly due to lower premium income from paid-up first sector products and higher expenses for advanced technology implementation. In total for 2019, the pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) increased reflecting continued strength in benefit ratios and favorable net investment income. For 2020, the Company anticipates the Aflac Japan pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) to remain stable. For further information, see the 2020 Outlook section of this MD&A.


In September 2016,Aflac Japan Sales

The following table presents Aflac Japan's new annualized premium sales for the Parent Company issued $700 million of senior notes through a U.S. public debt offering and also entered into a 5.0 billion yen loan and a 25.0 billion yen loan. In September 2016, we extinguished 8.0 billion yen of 2.26% fixed rate Uridashi notes upon their maturity and in July 2016, we extinguished 15.8 billion yen of 1.84% fixed rate Samurai notes upon their maturity.


years ended December 31.
35

  In DollarsIn Yen
(In millions of dollars and billions of yen)2019 2018 2019 2018 
New annualized premium sales$731
 $869
 ¥79.7
 ¥95.9
 
Increase (decrease) over prior period(15.9)% 2.7% (16.9)% 1.1% 

The following table details the contributions to Aflac Japan's new annualized premium sales by major insurance product for the years ended December 31.

42



Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations



 2019 2018 
Cancer59.2%
65.8%
Medical31.0
 25.0
 
Income support1.2
 1.8
 
Ordinary life:    
WAYS.5
 .5
 
Child endowment.2
 .3
 
Other ordinary life (1)
7.4
 6.1
 
Other.5
 .5
 
    Total100.0% 100.0% 
(1) Includes term and whole life

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

Sales of protection-type first sector and third sector products on a yen basis decreased 16.8% in 2019, compared with 2018. Earned premium growth for third and first sector protection products was 1.3%, which was consistent with the Company's expectation. The decline in sales primarily reflected reduced sales of cancer insurance through the Japan Post channel following the 2018 launch of Aflac Japan's revised cancer insurance product. In October 2016,addition, the approach to refreshing the medical insurance product in 2019 took a rider versus whole policy approach. This was designed for improved economics but naturally resulted in lower reported sales. Additional factors include a change in corporate tax law, which slowed the pace of certain third sector medical products and some cancer products in both our associate channel and the bank channel, as well as increased competition from large life insurers who are increasing their focus on the third sector.

Sales of Aflac Japan cancer products in the Japan Post Group channel experienced a material decline beginning in August 2019 which has continued into 2020. For 2019, sales in the Japan Post Group channel declined by approximately 50.0% compared with 2018. The Company expects very little sales production in the Japan Post channel during the first half of 2020 and is uncertain with regard to production during the second half of the year. See the 2020 Outlook section of this MD&A for information on Aflac Japan earned premium expectations.

Independent corporate agencies and individual agencies contributed 45.7% of total new annualized premium sales for Aflac Japan in 2019, compared with 40.1% in 2018. Affiliated corporate agencies, which include Japan Post, contributed 50.0% of total new annualized premium sales in 2019, compared with 55.3% in 2018. Japan Post offers Aflac's cancer insurance products in more than 20,000 postal outlets. Notwithstanding the recent reduction in sales of Aflac Japan's cancer products in the Japan Post channel, the Company believes this alliance with Japan Post has and will benefit its cancer insurance sales over the long term. In 2019, Aflac Japan recruited 77 new sales agencies. At December 31, 2019, Aflac Japan was represented by more than 9,000 sales agencies, with more than 109,000 licensed sales associates employed by those agencies.

At December 31, 2019, Aflac Japan had agreements to sell its products at 367 banks, approximately 90% of the total number of banks in Japan. Bank channel sales accounted for 4.3% of new annualized premium sales in 2019 for Aflac Japan, compared with 4.6% in 2018.

Strategic Alliance with Japan Post Holdings

On December 19, 2018, the Parent Company and Aflac renewedJapan entered into a 364-day uncommitted bilateral lineBasic Agreement with Japan Post Holdings a Japanese corporation. Pursuant to the terms of credit that provides for borrowingsthe Basic Agreement, Japan Post Holdings agreed to form a capital relationship with the Parent Company, and Japan Post Holdings and Aflac Japan agreed to reconfirm existing initiatives regarding cancer insurance and to consider new joint initiatives, including leveraging digital technology in the amountvarious processes, cooperation in new product development to promote customer-centric business management, cooperation in domestic and/or overseas business expansion and joint investment in third party entities and cooperation regarding asset management.


43


Item 7. Management's Discussion and Analysis of $100 million. In March 2016,Financial Condition and Results of Operations

On February 28, 2019, the Parent Company entered a Shareholders Agreement with Japan Post Holdings, J&A Alliance Holdings Corporation, a Delaware corporation, solely in its capacity as trustee of J&A Alliance Trust, a New York voting trust (Trust), and General Incorporated Association J&A Alliance, a Japanese general incorporated association. Pursuant to the terms of the Shareholders Agreement, the Trust will use commercially reasonable efforts to acquire, through open market or private block purchases in the U.S., beneficial ownership of approximately 7% of the outstanding shares of the Parent Company’s common stock within a period of 12 months following the date the Trust begins acquiring such stock. On May 7, 2019, a press release issued by Japan Post Holdings announced that purchases of shares of the Parent Company’s common stock commenced on April 29, 2019 through the Trust and that it planned to complete such purchases within Japan Post’s fiscal year 2019 (which ends March 31, 2020).

The Trust has agreed not to own more than 10% of the Parent Company’s outstanding shares for a period expiring on the earlier of four years after the Trust acquires 7% of such shares, five years after it acquires 5% of such shares, or ten years after the Trust begins acquiring the Parent Company’s stock. After expiration of such period, the Trust has agreed not to own more than the greater of 10% of the Parent Company’s outstanding shares or such shares representing 22.5% of the voting rights in the Parent Company.

In light of the fact that the shares acquired by the Trust, like all Aflac Incorporated common shares, will be eligible for 10-for-1 voting rights after being held for 48 consecutive months, the Shareholders Agreement further provides for voting restrictions that effectively limit the trustee’s voting rights to no more than 20% of the voting rights in the Parent Company and further restrict the trustee’s voting rights with respect to certain change in control transactions. Japan Post Holdings will not have a Board seat on the Parent Company’s Board of Directors and will not have rights to control, manage or intervene in the management of the Parent Company.

As of December 31, 2019, all regulatory approvals expressly set forth in the Shareholders Agreement have been obtained. The Shareholders Agreement requires the parties to use reasonable best efforts to cooperate in connection with any ongoing regulatory matters related to or arising from the Trust’s acquisition or ownership or control of the shares of Company Common Stock, including any applications or filings in connection with a direct or indirect acquisition of control of or merger with an insurer by the Company or its affiliates. The foregoing is subject to and qualified in its entirety by reference to the full text of the Shareholders Agreement, a copy of which is attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed April 26, 2019, and the terms of which exhibit are incorporated herein by reference.

Aflac Japan Investments

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

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

The following table details the investment purchases for Aflac Japan for the years ended December 31.

44


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Yen-denominated:     
  Fixed maturity securities:     
     Japan government and agencies $583
 $3,895
 
     Private placements 1,122
 1,185
 
     Other fixed maturity securities 542
 796
 
  Equity securities 212
 221
 
        Total yen-denominated $2,459
 $6,097
 
      
U.S. dollar-denominated:     
  Fixed maturity securities:     
     Other fixed maturity securities $2,767
 $1,299
 
     Infrastructure debt 66
 0
 
     Bank loans 0
 346
 
  Equity securities 58
 120
 
  Commercial mortgage and other loans:     
     Transitional real estate loans 1,846
 3,168
 
     Commercial mortgage loans 565
 13
 
     Middle market loans 1,442
 839
 
  Other investments 145
 314
 
        Total dollar-denominated $6,889
 $6,099
 
            Total Aflac Japan purchases $9,348
 $12,196
 

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

Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, securities lending, and other securities transactions. Securities lending is also used from time to time to accelerate the availability of funds for investment. Purchases of securities from period to period are determined based on multiple objectives including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to the Company's investment policy guidelines.

The following table presents the results of Aflac Japan's investment yields for the years ended and as of December 31.
 2019 2018 
Total purchases for the period (in millions) (1)
$9,203
 $11,882
 
New money yield (1),(2)
3.83% 3.06% 
Return on average invested assets (3)
2.33
 2.33
 
Portfolio book yield, including U.S. dollar-denominated investments, end of period (1)
2.64% 2.61% 
(1)Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2)Reported on a gross yield basis; excludes investment expenses, external management fees, and amortized hedge costs
(3)Net of investment expenses and amortized hedge costs, year-to-date number reflected on a quarterly average basis

The increase in the Aflac Japan new money yield in 2019 was primarily due to decreased allocations to lower yielding yen-denominated asset classes.

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


45


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

AFLAC U.S. SEGMENT

Aflac U.S. Pretax Adjusted Earnings

Changes in Aflac U.S. pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac U.S. for the years ended December 31.
Aflac U.S. Summary of Operating Results
(In millions)2019 2018 
Net premium income$5,808
 $5,708
 
Net investment income720
 727
 
Other income22
 8
 
Total adjusted revenues6,550
 6,443
 
Benefits and claims2,871
 2,887
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs573
 534
 
Insurance commissions590
 585
 
Insurance and other expenses1,244
 1,152
 
Total adjusted expenses2,407
 2,271
 
Total benefits and adjusted expenses5,279
 5,158
 
Pretax adjusted earnings$1,272
 $1,285
 
Percentage change over previous period:    
Net premium income1.8 % 2.6% 
Net investment income(1.0) .8
 
Total adjusted revenues1.7
 2.4
 
Pretax adjusted earnings(1.0) 3.2
 

Annualized premiums in force increased 1.1% in 2019and 3.0% in 2018. Annualized premiums in force at December 31 were $6.3 billion in 2019, compared with $6.2 billion in 2018.

The following table presents a summary of operating ratios for Aflac U.S. for the years ended December 31.
Ratios to total adjusted revenues:2019 2018 
Benefits and claims43.8% 44.8%
Adjusted expenses:    
Amortization of deferred policy acquisition costs8.7
 8.3
 
Insurance commissions9.0
 9.1
 
Insurance and other expenses19.0
 17.9
 
Total adjusted expenses36.7
 35.2
 
Pretax adjusted earnings19.4
 19.9
 
Ratios to total premiums:    
Benefits and claims49.4
 50.6
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs9.9
 9.4
 

The benefit ratio decreased in 2019, compared with 2018, primarily due to somewhat elevated lapses and a change in business mix from higher loss ratio, reserve building products to lower loss ratio, guaranteed issue products. The adjusted expense ratio increased in 2019, compared with 2018, primarily due to deferred policy acquisition costs (DAC) capitalization related to lower than anticipated sales as well as anticipated spending increases reflecting ongoing investments in the U.S. platform, distribution, and customer experience. Both the lower benefit and higher DAC amortization ratios were also impacted by increases in lapses as a result of large case volatility and replacement of an administrative partner. These items impacted persistency in the short-term but are expected to drive profitable earned premium growth in future periods. The pretax adjusted

46


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

profit margin declined in 2019 when compared with 2018, due to higher expense ratios, offset somewhat by lower benefit ratios. For expectations for 2020, see the 2020 Outlook section of this MD&A.

Aflac U.S. Sales

The following table presents Aflac's U.S. new annualized premium sales for the years ended December 31.
(In millions)2019 2018 
New annualized premium sales$1,580
 $1,601
 
Increase (decrease) over prior period(1.3)% 3.2% 
The following table details the contributions to Aflac's U.S. new annualized premium sales by major insurance product category for the years ended December 31.
 2019 2018 
Accident28.5% 29.2% 
Short-term disability22.5
 22.7
 
    Critical care (1)
21.9
 22.1
 
Hospital indemnity16.6
 15.8
 
Dental/vision4.4
 4.7
 
Life6.1
 5.5
 
Total100.0% 100.0% 
(1) Includes cancer, critical illness and hospital intensive care products

New annualized premium sales for accident insurance, the Aflac U.S. leading product category, decreased 3.8%, short-term disability sales decreased 2.4%, critical care insurance sales (including cancer insurance) decreased 2.4%, and hospital indemnity insurance sales increased 3.7% in 2019, compared with 2018. While overall sales decreased in 2019, net earned premium increased 1.8%.
In 2019, the Aflac U.S. sales forces included an average of approximately 8,200 U.S. agents, including brokers, who were actively producing business on a weekly basis. The Company believes that this average weekly producer equivalent metric allows sales management to monitor progress and needs.

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. This transaction represents a commitment of $75 million in capital at closing and an additional $21 million in consideration paid over three years based on the achievement by Argus of certain performance targets. Tampa, Florida will serve as the home for Aflac Dental and Vision. This acquisition is a strategic entry point into the network dental and vision market and is expected to provide opportunities for sales growth, improved account penetration and distribution productivity.
Aflac U.S. Investments
The level of investment income is affected by available cash flow from operations, the timing of investing the cash flow, yields on new investments, and other factors.

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

The following table details the investment purchases for Aflac U.S. as of December 31.

47


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Fixed maturity securities:     
     Other fixed maturity securities $1,032
 $1,068
 
     Infrastructure debt 119
 97
 
Equity securities 58
 76
 
Commercial mortgage and other loans:     
     Transitional real estate loans 423
 610
 
     Commercial mortgage loans 104
 163
 
     Middle market loans 99
 141
 
Other investments 16
 44
 
        Total Aflac U.S. Purchases $1,851
 $2,199
 

Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, and other securities transactions. Purchases of securities from period to period are determined based on multiple objectives, including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to the Company's investment policy guidelines.

The following table presents the results of Aflac's U.S. investment yields for the years ended and as of December 31.
 2019 2018 
Total purchases for period (in millions) (1)
$1,835
 $2,155
 
New money yield (1), (2)
4.51% 4.55% 
Return on average invested assets (3)
5.07
 5.16
 
Portfolio book yield, end of period (1)
5.40% 5.55% 
(1) Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2) Reported on a gross yield basis; excludes investment expenses and external management fees
(3)Net of investment expenses, year-to-date number reflected on a quarterly average basis

See Note 3 of the Notes to the Consolidated Financial Statements and the Market Risks of Financial Instruments - Credit Risk subsection of MD&A for more information regarding the sector concentrations of the Company's investments.


48


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

CORPORATE AND OTHER

Changes in the pretax adjusted earnings of Corporate and other are primarily affected by investment income. The following table presents a summary operating results for Corporate and other for the years ended December 31.

Corporate and Other Summary of Operating Results
(In millions)2019 2018 
Premium income$200
 $208
 
Net investment income88
 77
 
Amortized hedge income related to certain foreign currency
   management strategies
89
 36
 
Net investment income, including amortized hedge income177
 113
 
Other income15
 18
 
Total adjusted revenues393
 339
 
Benefits and claims, net194
 199
 
Adjusted expenses:    
Interest expense133
 120
 
Other adjusted expenses137
 159
 
Total adjusted expenses270
 279
 
Total benefits and adjusted expenses464
 478
 
Pretax adjusted earnings$(72) $(139) 

Net investment income benefited from the Company’s enterprise corporate hedging program for the years ended December 31, 2019 and 2018, respectively. See the Hedging Activities subsection of this MD&A for further information on the enterprise corporate hedging program.

In December 2018, the Parent Company invested $20 million in Singapore Life Pte. Ltd. (Singapore Life), a digitally-focused life insurance company based in Singapore. The Parent Company made an additional investment of $16 million in the second quarter of 2019, bringing the total investment to $36 million. As part of the relationship, Aflac entered into a three-yearreinsurance agreement on certain protection products with Singapore Life in September 2019. However, the Company does not currently expect the equity investment or the reinsurance agreement to have a material impact on its financial position or results of operations.

INVESTMENTS

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

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



49


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following tables detail investments by segment as of December 31.

Investment Securities by Segment
 2019 
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$75,780
 $13,703
 $1,779
 $91,262
Held to maturity, fixed maturity securities,
   at amortized cost
30,085
 0
 0
 30,085
Equity securities657
 67
 78
 802
Commercial mortgage and other loans:       
Transitional real estate loans4,507
 943
 0
 5,450
Commercial mortgage loans1,308
 399
 0
 1,707
Middle market loans2,141
 271
 0
 2,412
Other investments:       
Policy loans234
 16
 0
 250
Short-term investments (1)
386
 242
 1
 629
Limited partnerships496
 55
 17
 568
Other0
 30
 0
 30
     Total investments115,594
 15,726
 1,875
 133,195
Cash and cash equivalents1,674
 417
 2,805
 4,896
              Total investments and cash$117,268
 $16,143
 $4,680
 $138,091
(1) Includes securities lending collateral

 2018
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$69,409
 $12,132
 $1,354
 $82,895
Held to maturity, fixed maturity securities,
   at amortized cost
30,318
 0
 0
 30,318
Equity securities806
 137
 44
 987
Commercial mortgage and other loans:       
Transitional real estate loans3,621
 756
 0
 4,377
Commercial mortgage loans763
 301
 0
 1,064
Middle market loans1,144
 334
 0
 1,478
Other investments:       
Policy loans219
 13
 0
 232
Short-term investments (1)
0
 141
 11
 152
Limited partnerships333
 37
 7
 377
Other0
 26
 0
 26
     Total investments106,613
 13,877
 1,416
 121,906
Cash and cash equivalents1,779
 641
 1,917
 4,337
              Total investments and cash$108,392
 $14,518
 $3,333
 $126,243
(1) Includes securities lending collateral

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

50


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


The distributions of fixed maturity securities the Company owns, by credit rating, as of December 31 were as follows:

Composition of Fixed Securities Portfolio by Credit Rating
   2019   2018 
 Amortized
Cost
   Fair    
  Value    
 Amortized
Cost
   Fair    
  Value    
AAA 1.1%   1.0%   1.0%   .9% 
AA 4.3
   4.4
   3.9
   4.0
 
A 68.6
   69.8
   67.9
   69.9
 
BBB 23.1
   22.1
   23.2
   21.6
 
BB or lower 2.9
   2.7
   4.0
   3.6
 
Total 100.0%   100.0%   100.0%   100.0% 

As of December 31, 2019, the Company's direct and indirect exposure to securities in its investment portfolio that were guaranteed by third parties was immaterial both individually and in the aggregate.

The following table presents the 10 largest unrealized loss positions in the Company's portfolio as of December 31, 2019.
(In millions)Credit
Rating
 Amortized
Cost
 Fair
Value
 Unrealized    
Loss    
Diamond Offshore Drilling Inc. CCC   $64
   $32
   $(32) 
AXA BBB   296
   271
   (25) 
Transocean Inc. CCC   50
   37
   (13) 
Intesa Sanpaolo Spa BBB   142
   132
   (10) 
Baker Hughes Inc. A   123
   114
   (9) 
Kommunal Landspensjonskasse (KLP) BBB   137
   129
   (8) 
Mirvac Group Finance Ltd. A   91
   84
   (7) 
Autostrade Per Litalia Spa BBB   182
   175
   (7) 
Downer Group Finance Pty LTD BBB   91
   85
   (6) 
Chevron Corp. AA   148
   142
   (6) 

Generally, declines in fair values can be a result of changes in interest rates, yen/dollar exchange rate, and changes in net spreads driven by a broad market move or a change in the issuer's underlying credit quality. As the Company believes these issuers have the ability to continue making timely payments of principal and interest, the Company views these changes in fair value to be temporary. See the Unrealized Investment Gains and Losses section in Note 3 of the Notes to the Consolidated Financial Statements for further discussions of unrealized losses related to financial institutions and other corporate investments.
Below-Investment-Grade Securities
The Company's portfolio of below-investment-grade securities includes debt securities purchased while the issuer was rated investment grade plus other loans and bonds purchased as part of an allocation to that segment of the market. The following is the Company's below-investment-grade exposure.


51


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Below-Investment-Grade Investments
  December 31, 2019 
(In millions)
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Gain
(Loss)
 
Investcorp Capital Limited$388
 $388
 $452
 $64
 
Republic of South Africa365
 365
 372
 7
 
Barclays Bank PLC183
 115
 157
 42
 
KLM Royal Dutch Airlines183
 136
 143
 7
 
Telecom Italia SpA183
 183
 241
 58
 
IKB Deutsche Industriebank AG118
 51
 102
 51
 
Arconic Inc.100
 85
 111
 26
 
EMC Corp.80
 80
 82
 2
 
Generalitat de Catalunya73
 27
 80
 53
 
Teva Pharmaceuticals68
 66
 61
 (5) 
Other Issuers456
 436
 420
 (16) 
          Subtotal (1)
2,197
 1,932
 2,221
 289
 
Senior secured bank loans462
 480
 459
 (21) 
High yield corporate bonds726
 723
 755
 32
 
Middle market loans, net of reserves (2)
2,455
 2,412
 2,420
 8
 
          Grand Total$5,840
 $5,547
 $5,855
 $308
 
(1) Securities initially purchased as investment grade, but have subsequently been downgraded to below investment grade
(2) Middle market loans are carried at amortized cost

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

The Company maintains an allocation to higher yielding corporate bonds within the Aflac Japan and Aflac U.S. portfolios. Most of these securities were rated below-investment-grade at the time of purchase, but the Company also purchased several that were rated investment grade which, because of market pricing, offer yields commensurate with below-investment-grade risk profiles. The objective of this allocation was to enhance the Company's yield on invested assets and further diversify credit risk. All investments in this program must have a minimum rating at purchase of low BB using the Company's above described rating methodology and are managed by the Company's internal credit portfolio management team.
Fixed Maturity Securities by Sector
The Company maintains diversification in investments by sector to avoid concentrations to any one sector, thus managing exposure risk. The following table shows the distribution of fixed maturities by sector classification as of December 31.


52


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 2019 
(In millions) Amortized
Cost
  
% of
Total
 
Government and agencies $53,463    48.8% 
Municipalities 2,414    2.2  
Mortgage- and asset-backed securities 394    .4  
Public utilities 8,194    7.5  
Electric 6,471    5.9  
Natural Gas 303    .3  
Other 695    .6  
Utility/Energy 725    .7  
Sovereign and Supranational 2,042    1.9  
Banks/financial institutions 9,947    9.1  
Banking 6,029    5.5  
Insurance 1,948    1.8  
Other 1,970    1.8  
Other corporate 33,002    30.1  
Basic Industry 3,484    3.2  
Capital Goods 3,187    2.9  
Communications 4,057    3.7  
Consumer Cyclical 3,271    3.0  
Consumer Non-Cyclical 6,280    5.7  
Energy 4,281    3.9  
Other 1,464    1.3  
Technology 3,129    2.9  
Transportation 3,849    3.5  
        Total fixed maturity securities $109,456    100.0% 
Securities by Type of Issuance
The Company has investments in both publicly and privately issued securities. The Company's ability to sell either type of security is a function of overall market liquidity which is impacted by, among other things, the amount of outstanding securities of a particular issuer or issuance, trading history of the issue or issuer, overall market conditions, and idiosyncratic events affecting the specific issue or issuer.


53


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following table details investment securities by type of issuance as of December 31.

Investment Securities by Type of Issuance
   2019   2018 
(In millions)Amortized
Cost
 Fair   
Value   
 Amortized
Cost
 Fair  
Value  
Publicly issued securities:               
Fixed maturity securities $89,625
   $105,557
   $83,482
   $93,255
 
Equity securities 717
   717
   936
   936
 
      Total publicly issued 90,342
   106,274
   84,418
   94,191
 
Privately issued securities: (1)
               
Fixed maturity securities 19,831
(2 
) 
  23,299
(2 
) 
  23,692
   26,362
 
Equity securities 85
   85
   51
   51
 
      Total privately issued 19,916
   23,384
   23,743
   26,413
 
      Total investment securities $110,258
   $129,658
   $108,161
   $120,604
 
(1) Primarily consists of securities owned by Aflac Japan
(2) Excludes Rule 144A securities starting in the first quarter of 2019

The following table details the Company's reverse-dual currency securities as of December 31.

Reverse-Dual Currency Securities(1)
(Amortized cost, in millions)2019 2018 
Privately issued reverse-dual currency securities$4,993
 $5,120
 
Publicly issued collateral structured as reverse-dual currency securities1,678
 1,657
 
Total reverse-dual currency securities$6,671
 $6,777
 
Reverse-dual currency securities as a percentage of total investment
securities
6.1% 6.3% 
(1)Principal payments in yen and interest payments in dollars

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

HEDGING ACTIVITIES

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

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

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



54


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Foreign Currency Exchange Rate Risk Hedge Program

The Company has deployed the following hedging strategies to mitigate exposure to foreign currency exchange rate risk:

Aflac Japan hedges U.S. dollar-denominated investments back to yen (see Aflac Japan’s U.S. Dollar-Denominated Hedge Program below).

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

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

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

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

Aflac Japan buys U.S. dollar-denominated investments, typically corporate bonds, and hedges them back to yen with foreign currency forwards and options to hedge foreign currency exchange rate risk. This economically creates yen assets that match yen liabilities during the life of the derivative and provides capital relief. The currency risk being hedged is generally based on fair value of hedged investments. The following table summarizes the U.S. dollar-denominated investments held by Aflac Japan as of December 31.
 2019 2018
(In millions)
Amortized
Cost
Fair
Value
 
Amortized
Cost
Fair
Value
Available-for-sale securities:     
  Fixed maturity securities (excluding bank loans)$18,012
$19,542
 $17,101
$17,003
  Fixed maturity securities - bank loans (floating rate)677
649
 1,296
1,238
Equity securities19
19
 177
177
Commercial mortgage and other loans:     
  Transitional real estate loans (floating rate)4,507
4,543
 3,621
3,625
  Commercial mortgage loans1,308
1,319
 763
736
  Middle market loans (floating rate)2,141
2,153
 1,144
1,146
Other investments496
496
 333
333
      Total U.S. Dollar Program27,160
28,721
 24,435
24,258
Available-for-sale securities:     
  Fixed maturity securities - economically converted to yen1,700
2,608
 1,679
2,269
      Total U.S. dollar-denominated investments in Aflac Japan$28,860
$31,329
 $26,114
$26,527

U.S. Dollar Program includes all U.S. dollar-denominated investments in Aflac Japan other than the investments in certain consolidated VIEs where the instrument is economically converted to yen as a result of a derivative in the consolidated variable interest entity. As of December 31, 2019, Aflac Japan had $8.8 billion outstanding notional amounts of foreign currency forwards and $21.1 billion outstanding notional amounts of foreign currency options, of which none were in-the-money, hedging the U.S. dollar-denominated investments. The fair value of Aflac Japan's unhedged U.S. dollar-denominated portfolio was $19.9 billion (excluding certain U.S. dollar-denominated assets shown in the table above as a result of consolidation that have been economically converted to yen using derivatives).

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. The Company had net cash outflows of $20 million in 2019, net cash inflows of $272 million in

55


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2018 and net cash outflows of $747 million in 2017, associated with the currency derivatives used for hedging Aflac Japan’s U.S. dollar-denominated investments.

Enterprise Corporate Hedging Program

The Company has designated certain yen-denominated liabilities and foreign currency forwards and options of the Parent Company as accounting hedges of its net investment in Aflac Japan. The Company's consolidated yen-denominated net asset position was partially hedged at $9.1 billion as of December 31, 2019, compared with $1.8 billion as of December 31, 2018.

The Company makes its accounting designation of net investment hedge at the beginning of each quarter. If the total of the designated Parent Company non-derivative and derivative notional is equal to or less than the Company's net investment in Aflac Japan, the hedge is deemed to be effective, and the currency exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. The Company's net investment hedge was effective during the years ended December 31, 2019 and 2018, respectively. For additional information on the Company's net investment hedging strategy, see Note 4 of the Notes to the Consolidated Financial Statements.

In order to economically mitigate risks associated with the enterprise-wide exposure to the yen and the level and volatility of hedge costs, the Parent Company enters into foreign exchange forward and option contracts. By buying U.S. dollars and selling yen, the Parent Company is effectively lowering its overall economic exposure to the yen, while Aflac Japan's U.S dollar exposure remains reduced as a result of Aflac Japan's U.S. dollar-denominated hedge program that economically creates yen assets. Among other objectives, this strategy is intended to offset the enterprise-wide amortized hedge costs by generating amortized hedge income. The portion of the enterprise-wide amortized hedge income contributed by this strategy was $89 million in 2019 and $36 million in 2018. This activity is reported in Corporate and Other. As this program evolves, the Company will continue to evaluate the program’s efficacy. See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.

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

Aflac Japan Hedge Cost Metrics(1)
 2019 2018
Aflac Japan:   
   FX forward (sell USD, buy yen) notional at end of period (in billions)(2)
$8.8 $9.9
   Weighted average remaining tenor (in months)(3)
8.5 21.4
   Amortized hedge income (cost) for period (in millions)$(257) $(236)
Parent Company:   
   FX forward (buy USD, sell yen) notional at end of period (in billions)(2)
$4.9 $2.5
   Weighted average remaining tenor (in months)(3)
13.7 16.1
   Amortized hedge income (cost) for period (in millions)$89 $36
(1) See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.
(2) Notional is reported net of any offsetting positions within Aflac Japan or the Parent Company, respectively.
(3) Tenor based on period reporting date to settlement date

Interest Rate Risk Hedge Program

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

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


56


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

POLICY LIABILITIES

The following table presents policy liabilities by segment and in total for the years ended December 31.
(In millions)2019 2018 
Japan segment:    
Future policy benefits$81,462
 $77,812
 
Unpaid policy claims2,879
 2,857
 
Other policy liabilities11,452
 12,122
 
Total Japan policy liabilities95,793
 92,791
 
U.S. segment:    
Future policy benefits9,405
 9,137
 
Unpaid policy claims1,779
 1,727
 
Other policy liabilities111
 117
 
Total U.S. policy liabilities11,295
 10,981
 
Consolidated:    
Future policy benefits90,335
 86,368
 
Unpaid policy claims4,659
 4,584
 
Other policy liabilities11,560
 12,236
 
Total consolidated policy liabilities (1)
$106,554
 $103,188
 
(1) The sum of the Japan and U.S. segments exceeds the total due to reinsurance and retrocession activity.

See Note 7 of the Notes to the Consolidated Financial Statements for additional information on the Company's policy liabilities.

BENEFIT PLANS

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

POLICYHOLDER PROTECTION
Policyholder Protection Corporation

The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. In November 2016, Japan's Diet passed legislation that again extends the government's fiscal support of the LIPPC through March 2022. Effective April 2014, the annual LIPPC contribution amount for the total life industry was lowered from ¥40 billion to ¥33 billion. Aflac Japan recognized an expense of ¥1.9 billion and ¥2.0 billion for the years ended December 31, 2019 and 2018, respectively, for LIPPC assessments.

Guaranty Fund Assessments

Under U.S. state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business. The amount of the guaranty fund assessment that an insurer is assessed is based on its proportionate share of premiums in that state. See Note 15 of the Notes to the Consolidated Financial Statements for further information on the assessment.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2019, the Company had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 15 of the Notes to the Consolidated Financial Statements for information on material unconditional purchase obligations that are not recorded on the Company's balance sheet.

57


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


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

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

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

The Company's cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a syndicatematurity of financial institutions90 days or less when purchased, all of which has minimal market, settlement or other risk exposure. The target minimum amount for the Parent Company’s cash and cash equivalents is approximately $2.0 billion to provide available capital and liquidity support at the holding company.Aflac Japan and Aflac U.S. provide the primary sources of liquidity to the Parent Company through the payment of dividends and management fees. The following table presents the amounts provided to the Parent Company for the years ended December 31.
Liquidity Provided by Subsidiaries to Parent Company
(In millions)2019 2018 
Dividends declared or paid by subsidiaries$3,466

$1,817
 
Management fees paid by subsidiaries151
 204
 
The decline in dividends during 2018 was driven by a change in the dividend regulatory approval process subsequent to the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018. The Company resumed dividend payments from Aflac Japan in the fourth quarter of 2018. Management fees decreased during 2019 and 2018, compared to prior years, due to changes in the administration of intercompany expenses between legal entities subsequent to the conversion, as well.

Prior to the Aflac Japan branch conversion, Aflac Japan paid allocated expenses and profit remittances to Aflac U.S. The following table details Aflac Japan remittances for the years ended December 31.

Aflac Japan Remittances
(In millions of dollars and billions of yen)2019 2018 
Aflac Japan management fees paid to Parent Company$75
 $136
 
Expenses allocated to Aflac Japan (in dollars)4
 24
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in dollars)2,070
 808
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in yen)¥225.2
 ¥89.7
 

In 2018, the Company announced a change in its internal dividend policy which allows the Company to increase the proportion of regulatory earnings transferred from Aflac U.S. and Aflac Japan to the Parent Company. The Company intends to maintain higher than historical levels of capital and liquidity at the Parent Company with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a portfolio of unhedged U.S. dollar based investments at Aflac Japan and consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan in light of potentially rising hedge costs and other factors. See the "Hedging Activity" subsection in this MD&A for more information.


58


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that provides for borrowingsallows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. In August 2018, the Parent Company filed a shelf registration with Japanese regulatory authorities that allows the Parent Company to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to 100.0¥200 billion yen.or its equivalent through August 2020. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of December 31, 2019, the Parent Company and Aflac had four lines of credit with third parties and three intercompany lines of credit. For furtheradditional information, regarding these transactions, see Note 9 of the Notes to the Consolidated Financial StatementsStatements.

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

Major Contractual Obligations

The following table presents the estimated payments by period of the Company's major contractual obligations as of December 31, 2019. The Company translated its yen-denominated obligations using the December 31, 2019, exchange rate. Actual future payments as reported in dollars will fluctuate with changes in the yen/dollar exchange rate.
Distribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the Capital Resourcesamount of those claims. Actual amounts and Liquidity sectiontiming of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows

The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table summarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 

Operating Activities
The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.
The Company expects its future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.
Investing Activities
The Company's investment objectives provide for liquidity primarily through the purchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of an arrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and repaid $217 million under this MD&A.program during 2019. As of December 31, 2019, Aflac U.S. had outstanding borrowings of $403 million reported in its balance sheet.


We repurchased 21.6
60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In December 2019, the Parent Company issued four series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds from the October 2018 issuance of its senior notes to redeem $550 million of the Parent Company's 2.40% senior notes due in 2020.

See Note 9 of the Notes to the Consolidated Financial Statements for further information on the debt issuances discussed above.

The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019.

Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the years ended December 31.

61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Treasury Stock Purchased
(In millions of dollars and thousands of shares)2019 2018 
Treasury stock purchases$1,627
 $1,301
 
Number of shares purchased:    
Share repurchase program31,994
 28,949
 
Other592
 392
 
   Total shares purchased32,586
 29,341
 

Treasury Stock Issued
(In millions of dollars and thousands of shares)2019 2018 
Stock issued from treasury:    
   Cash financing$49
 $58
 
   Noncash financing50
 17
 
   Total stock issued from treasury$99
 $75
 
Number of shares issued2,324
 1,939
 

Under share repurchase authorizations from the Company's board of directors, the Company purchased 32.0 million shares of ourits common stock in 2019, compared with 28.9 million shares in 2018. As of December 31, 2019, a remaining balance of 37.1 million shares of the open marketCompany's common stock was available for $1.4 billionpurchase under our share repurchase programauthorizations by its board of directors. The Company currently plans to repurchase $1.3 billion to $1.7 billion of its common stock in 2016,2020, assuming stable capital conditions and absent compelling alternatives. See Note 11 of the Notes to the Consolidated Financial Statements for additional information.

Cash dividends paid to shareholders in 2019 of $1.08 per share increased 3.8% over 2018. The following table presents the dividend activity for the years ended December 31.

Dividends Paid to Shareholders
(In millions)2019 2018 
Dividends paid in cash$771
 $793
 
Dividends through issuance of treasury shares30
 8
 
Total dividends to shareholders$801
 $801
 

In January 2020, the board of directors announced a 3.7% increase in the quarterly cash dividend, effective with the first quarter of 2020. The first quarter 2020 cash dividend of $.28 per share is payable on March 2, 2020, to shareholders of record at the close of business on February 19, 2020.

Regulatory Restrictions

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. Subsequent to the Japan branch conversion to a subsidiary, Aflac Japan is domiciled in Japan and subject to local regulations. The Nebraska Department of Insurance imposes certain limitations and restrictions on payments of dividends, management fees, loans and advances to the Parent Company. Under Nebraska insurance law, prior approval of the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangements and other transactions within the affiliated group of companies. These regulatory limitations are not expected to affect the level of management fees or dividends paid to the Parent Company. (See below for discussion of restrictions imposed by Japanese insurance regulators.) A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.


62


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations.

Aflac's company action level RBC ratio was 539% as of December 31, 2019, compared with 21.2560% at December 31, 2018. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac's total adjusted capital of $2.2 billion exceeded the company action level required capital and surplus of $.4 billion by $1.8 billion. With the announcement of the Japan branch conversion to a subsidiary, we had announced our intention to remove excess capital out of Aflac, targeting a 500% RBC by the end of 2019. As of December 31, 2019, the Company has completed the RBC drawdown plan and has moved $1.75 billion of capital from Aflac to the Parent Company, supporting the Company's capital deployment and risk management activities.

The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2020 in excess of $864 million shares repurchasedwould be considered extraordinary and require such approval. Following the Japan branch conversion to a subsidiary, the Company used extraordinary dividends as needed to actively manage to appropriate RBC levels that are lower yet sufficient to maintain ratings and support prudent capital management. Similar laws apply in 2015.New York, the domiciliary jurisdiction of Aflac New York. See Note 13 of the Notes to the Consolidated Financial Statements for information regarding the impact of permitted practices by the Nebraska Department of Insurance on the Company's statutory capital and surplus.


The NAIC considers its Solvency Modernization Initiative (SMI) process relating to updating the U.S. insurance solvency regulation framework to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/or are near completion; however, the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements as well as RBC.In addition, the NAIC is also considering changes to investment risk factors. Any negative developments by the NAIC in these areas could result in increased capital requirements for the Company.

Aflac is subject to the NAIC’s Own Risk and Solvency Assessment (ORSA). Through the ORSA requirements, Aflac is expected to regularly, no less than annually, conduct an ORSA to assess the adequacy of its risk management framework, and its current and estimated projected future solvency position; internally document the process and results of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2019, Aflac filed its ORSA report with the Nebraska Department of Insurance.

In addition to limitations and restrictions imposed by U.S. insurance regulators, after the Japan branch conversion on April 1, 2018, the new Japan subsidiary is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥110 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 8 and 9 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criteria relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain

63


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments.(See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.)

Aflac's SMR ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. As part of the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018, the Company experienced an accounting-driven decline in the SMR of approximately 130 points, compared with the SMR as of December 31, 2017. The Company expects to be able to pay dividends out of certain accounts, thus restoring this accounting impact over an estimated three-year period.

The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA in determining if an economic value-based solvency regime in Japan will be appropriate for the insurance industry.

Privacy and Cybersecurity Governance

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

Other

For information regarding commitments and contingent liabilities, see Note 15 of the Notes to the Consolidated Financial Statements.

Additional Information

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

CRITICAL ACCOUNTING ESTIMATES


We prepare ourThe Company prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP).GAAP. These principles are established primarily by the Financial Accounting Standards Board (FASB).FASB. In this MD&A, references to U.S. GAAP issued by the FASB are derived from the FASB Accounting Standards CodificationTMCodification™ (ASC). The preparation of financial statements in conformity with U.S. GAAP requires usthe Company to make estimates based on currently available information when recording transactions resulting from business operations. The estimates that we deemthe Company deems to be most critical to an understanding of Aflac'sAflac’s results of operations and financial condition are those related to the valuation of investments and derivatives, deferred policy acquisition costs (DAC),DAC, liabilities for future policy benefits and unpaid policy claims, and income taxes. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management'smanagement’s analyses and judgments. The application of these critical accounting estimates determines the values at which 93%94% of ourthe Company's assets and 78%81% of ourits liabilities are reported as

64


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

of December 31, 2016,2019, and thus has a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results.


Valuation of Investments, Including Derivatives, and DerivativesRecognition of Other-than-Temporary Impairments


Aflac's investments, primarily consisting of debt perpetual and equity securities, include both publicly issued and privately issued securities. For publicly issued securities, we determinethe Company determines the fair values from quoted market prices readily available from public exchange markets and price quotes and valuations from third party pricing vendors. For the majority of privately issued securities within ourthe Company's investment portfolio, a third party pricing vendor has developed valuation models that we utilizethe Company utilizes to determine fair values. For the remaining privately issued securities, we usethe Company uses non-binding price quotes from outside brokers.


We estimateThe Company estimates the fair values of ourits securities on a monthly basis. We monitorThe Company monitors the estimated fair values obtained from our custodian,its pricing vendors and brokers for consistency from month to month, while considering current market conditions. WeThe Company also periodically discussdiscusses with our custodian andits pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, wethe Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, wethe Company may compare the inputs to relevant market indices and other performance measurements. The output of this analysis is presented to the Company's Valuation and Classifications Subcommittee (VCS). Based on themanagement's analysis, provided to the VCS, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. We haveThe Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.


We alsoThe Company routinely review ourreviews its investments that have experienced declines in fair value to determine if the decline is other than temporary. The identification of distressed investments, the determination of fair value if not publicly traded and the assessment of whether a decline is other than temporary involve significant management judgment. WeThe Company must apply considerable judgment in determining the likelihood of the security recovering in value while we ownthe Company owns it. Factors that may influence this include ourthe Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. This process requires consideration of risks, which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk. Management updates its evaluations regularly and reflects impairment losses in the Company's net earnings or other comprehensive income, depending on the nature of the loss, as such evaluations are revised.

Our derivative activities include foreign currency, interest rate and credit default swaps in variable interest entities (VIEs) that are consolidated; foreign currency swaps associated with certain senior notes and our subordinated debentures; foreign currency forwards and options used in hedging foreign exchange risk and options on interest rate swaps (or interest rate swaptions) used in hedging interest rate risk on U.S. dollar-denominated securities in Aflac Japan's

36



portfolio; and foreign currency forwards and options used to economically hedge certain portions of forecasted cash flows denominated in yen. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility. With the exception of the derivatives associated with our VIE investments, the fair values of the derivatives referenced above are based on the amounts we would expect to receive or pay to terminate the derivatives. For derivatives associated with VIEs where we are the primary beneficiary, we receive valuations from a third party pricing vendor.


See Notes 1, 3, 4 and 5 of the Notes to the Consolidated Financial Statements for additional information.


Deferred Policy Acquisition Costs and Policy Liabilities


Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.


Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.


Deferred Policy Acquisition Costs


The calculation of DAC and the liability for future policy benefits requires the use of estimates based on sound actuarial valuation techniques. For new policy issues, we review ourthe Company reviews its actuarial assumptions and deferrable acquisition costs each year and revise them when necessary to more closely reflect recent experience and studies of actual acquisition costs. For policies in force, we evaluatethe Company evaluates DAC by major product groupings to determine that they are recoverable from future revenues, and any amounts determined not to be recoverable are charged against net earnings. See Note 6 of the Notes to the Consolidated Financial Statements for a detail of the DAC activity for the past two years.


65


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Policy Liabilities


The following table provides details of policy liabilities by segment and in total as of December 31.

37



Policy Liabilities
(In millions)2016 2015
Japan segment:   
Future policy benefits$68,291
 $62,244
Unpaid policy claims2,393
 2,193
Other policy liabilities13,457
 14,023
Total Japan policy liabilities$84,141
 $78,460
U.S. segment:   
Future policy benefits$8,442
 $8,087
Unpaid policy claims1,652
 1,609
Other policy liabilities118
 119
Total U.S. policy liabilities$10,212
 $9,815
Consolidated:   
Future policy benefits$76,106
 $69,687
Unpaid policy claims4,045
 3,802
Other policy liabilities13,575
 14,142
Total consolidated policy liabilities(1)
$93,726
 $87,631
(1) The sum of the Japan and U.S. segments exceeds the total due to reinsurance and retrocession activity.

OurCompany's policy liabilities, which are determined in accordance with applicable guidelines as defined under U.S. GAAP and Actuarial Standards of Practice, include two components that involve analysis and judgment: future policy benefits and unpaid policy claims, which accounted for 81%85% and 4% of total policy liabilities as of December 31, 2016,2019, respectively.


Future policy benefits provide for claims that will occur in the future and are generally calculated as the present value of future expected benefits to be incurred less the present value of future expected net benefit premiums. We calculateThe Company calculates future policy benefits based on assumptions of morbidity, mortality, persistency and interest. These assumptions are generally established at the time a policy is issued. The assumptions used in the calculations are closely related to those used in developing the gross premiums for a policy. As required by U.S. GAAP, wethe Company also includeincludes a provision for adverse deviation, which is intended to accommodate adverse fluctuations in actual experience.


Unpaid policy claims include those claims that have been incurred and are in the process of payment as well as an estimate of those claims that have been incurred but have not yet been reported to us. We computethe Company. The Company computes unpaid policy claims on a non-discounted basis using statistical analyses of historical claims payments, adjusted for current trends and changed conditions. We updateThe Company updates the assumptions underlying the estimate of unpaid policy claims regularly and incorporate ourincorporates its historical experience as well as other data that provides information regarding ourthe Company's outstanding liability.


OurThe Company's insurance products provide fixed-benefit amounts per occurrence that are not subject to medical-cost inflation. Furthermore, ourthe Company's business is widely dispersed in both the United StatesU.S. and Japan. This geographic dispersion and the nature of ourthe Company's benefit structure mitigate the risk of a significant unexpected increase in claims payments due to epidemics and events of a catastrophic nature. Claims incurred under Aflac's policies are generally reported and paid in a relatively short time frame. The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and frequency of claims. Severity is the ultimate size of a claim, and frequency is the number of claims incurred. OurThe Company's claims experience is primarily related to the demographics of ourits policyholders.


As a part of ourits established financial reporting and accounting practices and controls, we performthe Company performs detailed annual actuarial reviews of ourits policyholder liabilities (gross premium valuation analysis) and reflectreflects the results of those reviews in ourits results of operations and financial condition as required by U.S. GAAP. For Aflac Japan, ourthe Company’s annual reviews in 20162019 and 2015 indicated that we needed to strengthen the liability associated with a block of care policies, primarily due to low investment yields. We strengthened our future policy benefits liability by $52 and $18 million in 2016 and 2015, respectively, as a result of these reviews. Our review in 20142018 indicated no need to strengthen liabilities associated with policies in Japan. OurFor Aflac U.S., the Company's annual reviews in 2016, 20152019 and 20142018 indicated no need to strengthen liabilities associated with policies in the United States.U.S.


38




The table below reflects the growth of the future policy benefits liability for the years ended December 31.

Future Policy BenefitsRESULTS OF OPERATIONS

(In millions of dollars and billions of yen)2016 2015 2014 
Aflac U.S.$8,442
 $8,087
 $7,728
 
Growth rate4.4%
4.6%
5.1 %
Aflac Japan$68,291
 $62,244
 $57,916
 
Growth rate9.7%
7.5%
(6.3)%
Consolidated$76,106
 $69,687
 $65,646
 
Growth rate9.2%
6.2%
(5.0)%
Yen/dollar exchange rate (end of period)116.49
 120.61
 120.55
 
Aflac Japan (in yen)7,955
 7,507
 6,982
 
Growth rate6.0%
7.5%
7.2 %
The Company earns its revenues principally from insurance premiums and investments. The Company’s operating expenses primarily consist of insurance benefits provided and reserves established for anticipated future insurance benefits, general business expenses, commissions and other costs of selling and servicing its products. Profitability for the Company depends principally on its ability to price its insurance products at a level that enables the Company to earn a margin over the costs associated with providing benefits and administering those products. Profitability also depends on, among other items, actuarial and policyholder behavior experience on insurance products, and the Company's ability to attract and retain customer assets, generate and maintain favorable investment results, effectively deploy capital and utilize tax capacity, and manage expenses.


Yen–denominated income statement accounts are translated to U.S. dollars using a weighted average Japanese yen/U.S. dollar foreign exchange rate, except realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen–denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.

The growth of the future policy benefits liability in yen for Aflac Japan and in dollars for Aflac U.S. has been duefollowing discussion includes references to the aging of our in-force block of businessCompany's performance measures, adjusted earnings, adjusted earnings per diluted share, and the addition of new business.

In computing the estimate of unpaid policy claims, we consider many factors, including the benefits and amounts available under the policy; the volume and demographics of the policies exposed to claims; and internal business practices, such as incurred date assignment and current claim administrative practices. We monitor these conditions closely and make adjustments to the liability as actual experience emerges. Claim levelsamortized hedge costs/income, which are generally stable from period to period; however, fluctuations in claim levels may occur. In calculating the unpaid policy claim liability, we do not calculate a range of estimates. The following table shows the expected sensitivity of the unpaid policy claims liability as of December 31, 2016, to changes in severity and frequency of claims.
Sensitivity of Unpaid Policy Claims Liability
(In millions) Total Severity 
Total FrequencyDecrease
by 2%
 Decrease
by 1%
 Unchanged Increase
by 1%
 Increase
by 2%
Increase by 2% $0
   $24
   $48
   $73
   $98
 
Increase by 1% (24)   0
   24
   49
   73
 
Unchanged (48)   (24)   0
   24
   48
 
Decrease by 1% (71)   (48)   (24)   0
   24
 
Decrease by 2% (94)   (71)   (48)   (24)   0
 

Other policy liabilities, which accounted for 15% of total policy liabilities as of December 31, 2016, consisted primarily of discounted advance premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period. Advanced premiums represented 38% and 43% of the December 31, 2016 and 2015 other policy liabilities balances, respectively. See the Aflac Japan segment subsection of this MD&A for further information.

Income Taxes

Income tax provisions are generally based on pretax earnings reported for financial statement purposes, which differ from those amounts used in preparing our income tax returns. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expect the temporary differences to reverse. The evaluation of a tax positioncalculated in accordance with U.S. GAAP (non-U.S. GAAP). These measures exclude items that the Company believes may obscure the underlying fundamentals and trends in the Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with its insurance operations. The Company's management uses adjusted earnings and adjusted earnings per diluted share to evaluate the financial performance of its insurance operations on a consolidated basis, and the Company believes that a presentation of these measures is vitally important to an understanding of its underlying profitability drivers and trends of its insurance business. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.

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

Adjusted earnings are the profits derived from operations.The most comparable U.S. GAAP measure is net earnings. Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect the Company's underlying business performance.

Adjusted earnings per share (basic or diluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.

Amortized hedge costs/income represent costs/income incurred or recognized in using foreign currency forward
contracts to hedge certain foreign exchange risks in the Company's Japan segment (costs) or in the Corporate and Other segment (income). These amortized hedge costs/income are derived from the difference between the foreign currency spot rate at time of trade inception and the contractual foreign currency forward rate, recognized on a straight line basis over the term of the hedge. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income.

Adjusted earnings and adjusted earnings per diluted share excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior year period, which eliminates fluctuations driven solely by yen-to-dollar currency rate changes.


37


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the average dollar/yen exchange rate for the comparable prior year period.

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

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding the impact of the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings, divided by average shareholders’ equity, excluding AOCI. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

The following table is a two-step process. Underreconciliation of items impacting adjusted earnings and adjusted earnings per diluted share to the first step,most directly comparable U.S. GAAP measures of net earnings and net earnings per diluted share, respectively, for the enterprise determines whether ityears ended December 31.
Reconciliation of Net Earnings to Adjusted Earnings(1)
 In Millions Per Diluted Share
 2019 2018 2019 2018
Net earnings$3,304
 $2,920
 $4.43
 $3.77
Items impacting net earnings:       
Realized investment (gains) losses (2),(3),(4),(5)
15
 297
 .02
 .38
Other and non-recurring (income) loss1
 75
 .00
 .10
Income tax (benefit) expense on items
excluded from adjusted earnings
(3) (83) .00
 (.11)
Tax reform adjustment (6)
(4) 18
 (.01) .02
Adjusted earnings3,314
 3,226
 4.44
 4.16
Current period foreign currency impact (7)
(15) N/A
 (.02) N/A
Adjusted earnings excluding current period
foreign currency impact
$3,299
 $3,226
 $4.42
 $4.16
(1) Amounts may not foot due to rounding.
(2) Amortized hedge costs of $257 in 2019 and $236 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as a decrease to net investment income. See "Hedge Costs/Income" discussion below for further information.
(3)Amortized hedge income of $89 in 2019 and $36 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as an increase to net investment income. See "Hedge Costs/Income" discussion below for further information.
(4) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount for 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(5) A gain of $66 in 2019 and $67 in 2018, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of interest expense.
(6) The impact of Tax Reform was adjusted in 2018 for return-to-provision adjustments, various amended returns filed by the company, and final true-ups of deferred tax liabilities. Further impacts were recorded in 2019 a result of additional guidance released by the IRS.
(7) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.

Reconciling Items

Realized Investment Gains and Losses

The Company's investment strategy is more likely thanto invest primarily in fixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. The Company does not thatpurchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a tax position will be sustained upon examination by taxing authorities. The second step is measurement, whereby a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amountresult of benefit to recognizechanges in the financial statements. A valuation allowancemarkets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The realization of investment gains and losses is establishedindependent of the underwriting and administration of the Company's insurance products. Realized investment gains and

38


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

losses include securities transactions, impairments, changes in loan loss reserves, derivative and foreign currency activities and changes in fair value of equity securities.
Securities Transactions, Impairments, and Gains (Losses) on Equity Securities

Securities transactions include gains and losses from sales and redemptions of investments where the amount received is different from the amortized cost of the investment. Impairments include other-than-temporary-impairment losses on investment securities as well as changes in loan loss reserves for deferredloan receivables. Starting in the first quarter of 2018, gains and losses from changes in fair value of equity securities are recorded in earnings.
Certain Derivative and Foreign Currency Gains (Losses)

The Company's derivative activities include foreign currency forwards and options on certain fixed maturity securities; foreign currency forwards and options that economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long-term exposure to a weakening yen; foreign currency swaps associated with certain senior notes and subordinated debentures; foreign currency swaps and credit defaults swaps held in consolidated variable interest entities (VIEs); interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments; and interest rate swaptions to hedge changes in the fair value associated with interest rate changes for certain dollar-denominated available-for-sale securities. Gains and losses are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. The Company also excludes the accounting impacts of remeasurement associated with changes in the yen/dollar exchange rate from adjusted earnings. Amortized hedge costs/ income related to certain foreign currency exposure management strategies (see Amortized Hedge Cost/Income section below), and net interest cash flows from derivatives associated with certain investment strategies and notes payable are reclassified from realized investment gains (losses) and included in adjusted earnings.

Amortized hedge costs/income can fluctuate based upon many factors, including the derivative notional amount, the length of time of the derivative contract, changes in both U.S. and Japan interest rates, and supply and demand for dollar funding. Amortized hedge costs and income have fluctuated in recent periods due to changes in the previously mentioned factors. For additional information regarding foreign currency hedging, refer to Hedging Activities in the Investments section of this MD&A.

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

Other and Non-recurring Items

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

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

Nonrecurring items also include conversion costs related to legally converting the Company's Japan business to a subsidiary; these costs primarily consist of expenditures for legal, accounting, consulting, integration of systems and processes and other similar services. These Japan branch conversion costs were an immaterial amount will not be realized. for the year-ended December 31, 2019 and $75 million for the year-ended December 31, 2018.

Income Taxes

The determinationCompany's combined U.S. and Japanese effective income tax rate on pretax earnings was 25.7% in 2019 and 26.7% in 2018. The decrease in the U.S. federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 drove the reduction in the effective tax rate for 2019 and 2018. Total income taxes were $1.1 billion in both 2019 and 2018. Japanese income taxes on Aflac Japan's results account for most of a valuation allowance for deferredthe Company's consolidated income tax assets requires management to make certain judgments and assumptions.expense.



39




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
In evaluating the ability to recover deferred tax assets, our management considers all available evidence, including taxable income
For further information, see "Critical Accounting Estimates - Income Taxes" in open carry back years, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income exclusive of reversing temporary differencesthis MD&A, and carryforwards, future taxable temporary difference reversals, and prudent and feasible tax planning strategies. In the event we determine it is not more likely than not that we will be able to realize all or part of our deferred tax assets in the future, a valuation allowance would be charged to earnings in the period such determination is made. Likewise, if it is later determined that it is more likely than not that those deferred tax assets would be realized, the previously provided valuation allowance would be reversed. Future economic conditions and market volatility, including increases in interest rates or widening credit spreads, can adversely impact the Company’s tax planning strategies and in particular the Company’s ability to utilize tax benefits on previously recognized capital losses. Our judgments and assumptions are subject to change given the inherent uncertainty in predicting future performance and specific industry and investment market conditions.

Interest rates and credit spreads in both the United States and Japan are not the only factors that impact the Company’s unrealized gain/loss position and the evaluation of a need for a valuation allowance on the Company’s deferred tax asset, but they do have a direct and significant effect on both. Based on our methodology described above for evaluating the need for a valuation allowance, we have determined that it is more likely than not that our deferred tax assets will be realized in the future, therefore we have not recorded a valuation allowance as of December 31, 2016.

See Note 10 of the Notes to the Consolidated Financial Statements for additional information.


Foreign Currency Translation

Aflac Japan’s premiums and a significant portion of its investment income are received in yen, and its claims and most expenses are paid in yen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into dollars for financial reporting purposes. The Company translates Aflac Japan’s yen-denominated income statement into dollars using the average exchange rate for the reporting period, and the Company translates its yen-denominated balance sheet using the exchange rate at the end of the period.

Due to the size of Aflac Japan, whose functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company's reported results. In periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. Management evaluates the Company's financial performance both including and excluding the impact of foreign currency translation to monitor, respectively, cumulative currency impacts on book value and the currency-neutral operating performance over time.
RESULTS OF OPERATIONS BY SEGMENT
U.S. GAAP financial reporting requires that a company report financial and descriptive information about operating segments in its annual and interim period financial statements. Furthermore, the Company is required to report a measure of segment profit or loss, certain revenue and expense items, and segment assets. Aflac's insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan is the principal contributor to consolidated earnings. Businesses that are not individually reportable, such as the Parent Company, asset management subsidiaries and business activities, including reinsurance retrocession activities are included in the Corporate and other segment. See the Item 1. Business section of this Form 10-K for a summary of each segment's products and distribution channels, and a discussion of the conversion of Aflac Japan from a branch to a subsidiary and the creation of asset management subsidiaries in 2018. Consistent with U.S. GAAP guidance for segment reporting, pretax adjusted earnings is the Company's U.S. GAAP measure of segment performance. See Note 2 of the Notes to the Consolidated Financial Statements for the reconciliation of segment results to the Company's consolidated U.S. GAAP results and additional information.

AFLAC JAPAN SEGMENT

Aflac Japan Pretax Adjusted Earnings

Changes in Aflac Japan's pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac Japan for the years ended December 31.


40


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Aflac Japan Summary of Operating Results
(In millions)2019 2018 
Net premium income$12,772
 $12,762
 
Net investment income:    
Yen-denominated investment income1,307
 1,283
 
U.S. dollar-denominated investment income1,446
 1,356
 
Net investment income2,753
 2,639
 
Amortized hedge costs related to certain foreign currency
exposure management strategies
257
 236
 
Net investment income, less amortized hedge costs2,496
 2,403
 
Other income (loss)45
 41
 
Total adjusted revenues15,313
 15,206
 
Benefits and claims, net8,877
 8,913
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs709
 710
 
Insurance commissions731
 735
 
Insurance and other expenses1,734
 1,640
 
Total adjusted expenses3,174
 3,085
 
Total benefits and adjusted expenses12,051
 11,998
 
Pretax adjusted earnings$3,261
 $3,208
 
Weighted-average yen/dollar exchange rate109.07
 110.39
 
  In Dollars In Yen
Percentage change over previous period:2019 2018 2019 2018 
Net premium income.1%
.1%
(1.1)% (1.5)% 
Net investment income, less amortized
  hedge costs
3.9
 7.5
 2.2
 5.5
 
Total adjusted revenues.7
 1.2
 (.6) (.5) 
Pretax adjusted earnings1.7
 5.0
 .2
 3.1
 
In yen terms, Aflac Japan's net premium income decreased in 2019, primarily due to limited-pay products reaching paid-up status. Net investment income, net of amortized hedge costs, increased in 2019 primarily due to increased investments in U.S. dollar-denominated floating rate assets and $25 million of income related to a partial call of a concentrated yen-denominated exposure.

Annualized premiums in force at December 31, 2019, were ¥1.49 trillion, compared with ¥1.53 trillion in 2018. The decrease in annualized premiums in force in yen of 2.5% in 2019and 1.6% in 2018 was driven primarily by limited-pay products reaching paid up status. Annualized premiums in force, translated into dollars at respective year-end exchange rates, were $13.6 billion in 2019 and $13.8 billion in 2018.

Aflac Japan's investment portfolios include U.S. dollar-denominated securities and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). In years when the yen strengthens in relation to the dollar, translating Aflac Japan's U.S. dollar-denominated investment income into yen lowers growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms. In years when the yen weakens, translating U.S. dollar-denominated investment income into yen magnifies growth rates for net investment income, total adjusted revenues, and pretax adjusted earnings in yen terms.
The following table illustrates the effect of translating Aflac Japan's U.S. dollar-denominated investment income and related items into yen by comparing certain segment results with those that would have been reported had dollar/yen exchange rates remained unchanged from the prior year. Amounts excluding foreign currency impact on U.S. dollar-denominated investment income, a non-U.S. GAAP financial measure, were determined using the average dollar/yen exchange rate for the comparable prior year period. See non-U.S. GAAP financial measures defined above.

41


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Aflac Japan Percentage Changes Over Prior Year
(Yen Operating Results)
For the Years Ended December 31,
  Including Foreign
Currency Changes
 Excluding Foreign
Currency Changes
  2019 2018  2019 2018 
Net investment income, less
amortized hedge costs
2.2 % 5.5 %  2.9 % 6.4 % 
Total adjusted revenues(.6) (.5)  (.5) (.3) 
Pretax adjusted earnings.2
 3.1
  .7
 3.7
 

The following table presents a summary of operating ratios in yen terms for Aflac Japan for the years ended December 31.
Ratios to total adjusted revenues:2019 2018 
Benefits and claims, net58.0% 58.6% 
Adjusted expenses:    
Amortization of deferred policy acquisition costs4.6
 4.7
 
Insurance commissions4.8
 4.8
 
Insurance and other expenses11.3
 10.8
 
Total adjusted expenses20.7
 20.3
 
Pretax adjusted earnings21.3
 21.1
 
Ratios to total premiums:    
Benefits and claims, net69.5% 69.9% 
Adjusted expenses:    
Amortization of deferred policy acquisition costs5.5
 5.6
 

In 2019, the benefit ratio decreased, compared to the prior year, primarily due to the continued change in mix of first and third sector business as first sector products become paid-up. In 2019, the adjusted expense ratio increased mainly due to lower premium income from paid-up first sector products and higher expenses for advanced technology implementation. In total for 2019, the pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) increased reflecting continued strength in benefit ratios and favorable net investment income. For 2020, the Company anticipates the Aflac Japan pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) to remain stable. For further information, see the 2020 Outlook section of this MD&A.

Aflac Japan Sales

The following table presents Aflac Japan's new annualized premium sales for the years ended December 31.
  In DollarsIn Yen
(In millions of dollars and billions of yen)2019 2018 2019 2018 
New annualized premium sales$731
 $869
 ¥79.7
 ¥95.9
 
Increase (decrease) over prior period(15.9)% 2.7% (16.9)% 1.1% 

The following table details the contributions to Aflac Japan's new annualized premium sales by major insurance product for the years ended December 31.

42


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 2019 2018 
Cancer59.2%
65.8%
Medical31.0
 25.0
 
Income support1.2
 1.8
 
Ordinary life:    
WAYS.5
 .5
 
Child endowment.2
 .3
 
Other ordinary life (1)
7.4
 6.1
 
Other.5
 .5
 
    Total100.0% 100.0% 
(1) Includes term and whole life

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

Sales of protection-type first sector and third sector products on a yen basis decreased 16.8% in 2019, compared with 2018. Earned premium growth for third and first sector protection products was 1.3%, which was consistent with the Company's expectation. The decline in sales primarily reflected reduced sales of cancer insurance through the Japan Post channel following the 2018 launch of Aflac Japan's revised cancer insurance product. In addition, the approach to refreshing the medical insurance product in 2019 took a rider versus whole policy approach. This was designed for improved economics but naturally resulted in lower reported sales. Additional factors include a change in corporate tax law, which slowed the pace of certain third sector medical products and some cancer products in both our associate channel and the bank channel, as well as increased competition from large life insurers who are increasing their focus on the third sector.

Sales of Aflac Japan cancer products in the Japan Post Group channel experienced a material decline beginning in August 2019 which has continued into 2020. For 2019, sales in the Japan Post Group channel declined by approximately 50.0% compared with 2018. The Company expects very little sales production in the Japan Post channel during the first half of 2020 and is uncertain with regard to production during the second half of the year. See the 2020 Outlook section of this MD&A for information on Aflac Japan earned premium expectations.

Independent corporate agencies and individual agencies contributed 45.7% of total new annualized premium sales for Aflac Japan in 2019, compared with 40.1% in 2018. Affiliated corporate agencies, which include Japan Post, contributed 50.0% of total new annualized premium sales in 2019, compared with 55.3% in 2018. Japan Post offers Aflac's cancer insurance products in more than 20,000 postal outlets. Notwithstanding the recent reduction in sales of Aflac Japan's cancer products in the Japan Post channel, the Company believes this alliance with Japan Post has and will benefit its cancer insurance sales over the long term. In 2019, Aflac Japan recruited 77 new sales agencies. At December 31, 2019, Aflac Japan was represented by more than 9,000 sales agencies, with more than 109,000 licensed sales associates employed by those agencies.

At December 31, 2019, Aflac Japan had agreements to sell its products at 367 banks, approximately 90% of the total number of banks in Japan. Bank channel sales accounted for 4.3% of new annualized premium sales in 2019 for Aflac Japan, compared with 4.6% in 2018.

Strategic Alliance with Japan Post Holdings

On December 19, 2018, the Parent Company and Aflac Japan entered into a Basic Agreement with Japan Post Holdings a Japanese corporation. Pursuant to the terms of the Basic Agreement, Japan Post Holdings agreed to form a capital relationship with the Parent Company, and Japan Post Holdings and Aflac Japan agreed to reconfirm existing initiatives regarding cancer insurance and to consider new joint initiatives, including leveraging digital technology in various processes, cooperation in new product development to promote customer-centric business management, cooperation in domestic and/or overseas business expansion and joint investment in third party entities and cooperation regarding asset management.


43


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

On February 28, 2019, the Parent Company entered a Shareholders Agreement with Japan Post Holdings, J&A Alliance Holdings Corporation, a Delaware corporation, solely in its capacity as trustee of J&A Alliance Trust, a New York voting trust (Trust), and General Incorporated Association J&A Alliance, a Japanese general incorporated association. Pursuant to the terms of the Shareholders Agreement, the Trust will use commercially reasonable efforts to acquire, through open market or private block purchases in the U.S., beneficial ownership of approximately 7% of the outstanding shares of the Parent Company’s common stock within a period of 12 months following the date the Trust begins acquiring such stock. On May 7, 2019, a press release issued by Japan Post Holdings announced that purchases of shares of the Parent Company’s common stock commenced on April 29, 2019 through the Trust and that it planned to complete such purchases within Japan Post’s fiscal year 2019 (which ends March 31, 2020).

The Trust has agreed not to own more than 10% of the Parent Company’s outstanding shares for a period expiring on the earlier of four years after the Trust acquires 7% of such shares, five years after it acquires 5% of such shares, or ten years after the Trust begins acquiring the Parent Company’s stock. After expiration of such period, the Trust has agreed not to own more than the greater of 10% of the Parent Company’s outstanding shares or such shares representing 22.5% of the voting rights in the Parent Company.

In light of the fact that the shares acquired by the Trust, like all Aflac Incorporated common shares, will be eligible for 10-for-1 voting rights after being held for 48 consecutive months, the Shareholders Agreement further provides for voting restrictions that effectively limit the trustee’s voting rights to no more than 20% of the voting rights in the Parent Company and further restrict the trustee’s voting rights with respect to certain change in control transactions. Japan Post Holdings will not have a Board seat on the Parent Company’s Board of Directors and will not have rights to control, manage or intervene in the management of the Parent Company.

As of December 31, 2019, all regulatory approvals expressly set forth in the Shareholders Agreement have been obtained. The Shareholders Agreement requires the parties to use reasonable best efforts to cooperate in connection with any ongoing regulatory matters related to or arising from the Trust’s acquisition or ownership or control of the shares of Company Common Stock, including any applications or filings in connection with a direct or indirect acquisition of control of or merger with an insurer by the Company or its affiliates. The foregoing is subject to and qualified in its entirety by reference to the full text of the Shareholders Agreement, a copy of which is attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed April 26, 2019, and the terms of which exhibit are incorporated herein by reference.

Aflac Japan Investments

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

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

The following table details the investment purchases for Aflac Japan for the years ended December 31.

44


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Yen-denominated:     
  Fixed maturity securities:     
     Japan government and agencies $583
 $3,895
 
     Private placements 1,122
 1,185
 
     Other fixed maturity securities 542
 796
 
  Equity securities 212
 221
 
        Total yen-denominated $2,459
 $6,097
 
      
U.S. dollar-denominated:     
  Fixed maturity securities:     
     Other fixed maturity securities $2,767
 $1,299
 
     Infrastructure debt 66
 0
 
     Bank loans 0
 346
 
  Equity securities 58
 120
 
  Commercial mortgage and other loans:     
     Transitional real estate loans 1,846
 3,168
 
     Commercial mortgage loans 565
 13
 
     Middle market loans 1,442
 839
 
  Other investments 145
 314
 
        Total dollar-denominated $6,889
 $6,099
 
            Total Aflac Japan purchases $9,348
 $12,196
 

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

Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, securities lending, and other securities transactions. Securities lending is also used from time to time to accelerate the availability of funds for investment. Purchases of securities from period to period are determined based on multiple objectives including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to the Company's investment policy guidelines.

The following table presents the results of Aflac Japan's investment yields for the years ended and as of December 31.
 2019 2018 
Total purchases for the period (in millions) (1)
$9,203
 $11,882
 
New money yield (1),(2)
3.83% 3.06% 
Return on average invested assets (3)
2.33
 2.33
 
Portfolio book yield, including U.S. dollar-denominated investments, end of period (1)
2.64% 2.61% 
(1)Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2)Reported on a gross yield basis; excludes investment expenses, external management fees, and amortized hedge costs
(3)Net of investment expenses and amortized hedge costs, year-to-date number reflected on a quarterly average basis

The increase in the Aflac Japan new money yield in 2019 was primarily due to decreased allocations to lower yielding yen-denominated asset classes.

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


45


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

AFLAC U.S. SEGMENT

Aflac U.S. Pretax Adjusted Earnings

Changes in Aflac U.S. pretax adjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac U.S. for the years ended December 31.
Aflac U.S. Summary of Operating Results
(In millions)2019 2018 
Net premium income$5,808
 $5,708
 
Net investment income720
 727
 
Other income22
 8
 
Total adjusted revenues6,550
 6,443
 
Benefits and claims2,871
 2,887
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs573
 534
 
Insurance commissions590
 585
 
Insurance and other expenses1,244
 1,152
 
Total adjusted expenses2,407
 2,271
 
Total benefits and adjusted expenses5,279
 5,158
 
Pretax adjusted earnings$1,272
 $1,285
 
Percentage change over previous period:    
Net premium income1.8 % 2.6% 
Net investment income(1.0) .8
 
Total adjusted revenues1.7
 2.4
 
Pretax adjusted earnings(1.0) 3.2
 

Annualized premiums in force increased 1.1% in 2019and 3.0% in 2018. Annualized premiums in force at December 31 were $6.3 billion in 2019, compared with $6.2 billion in 2018.

The following table presents a summary of operating ratios for Aflac U.S. for the years ended December 31.
Ratios to total adjusted revenues:2019 2018 
Benefits and claims43.8% 44.8%
Adjusted expenses:    
Amortization of deferred policy acquisition costs8.7
 8.3
 
Insurance commissions9.0
 9.1
 
Insurance and other expenses19.0
 17.9
 
Total adjusted expenses36.7
 35.2
 
Pretax adjusted earnings19.4
 19.9
 
Ratios to total premiums:    
Benefits and claims49.4
 50.6
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs9.9
 9.4
 

The benefit ratio decreased in 2019, compared with 2018, primarily due to somewhat elevated lapses and a change in business mix from higher loss ratio, reserve building products to lower loss ratio, guaranteed issue products. The adjusted expense ratio increased in 2019, compared with 2018, primarily due to deferred policy acquisition costs (DAC) capitalization related to lower than anticipated sales as well as anticipated spending increases reflecting ongoing investments in the U.S. platform, distribution, and customer experience. Both the lower benefit and higher DAC amortization ratios were also impacted by increases in lapses as a result of large case volatility and replacement of an administrative partner. These items impacted persistency in the short-term but are expected to drive profitable earned premium growth in future periods. The pretax adjusted

46


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

profit margin declined in 2019 when compared with 2018, due to higher expense ratios, offset somewhat by lower benefit ratios. For expectations for 2020, see the 2020 Outlook section of this MD&A.

Aflac U.S. Sales

The following table presents Aflac's U.S. new annualized premium sales for the years ended December 31.
(In millions)2019 2018 
New annualized premium sales$1,580
 $1,601
 
Increase (decrease) over prior period(1.3)% 3.2% 
The following table details the contributions to Aflac's U.S. new annualized premium sales by major insurance product category for the years ended December 31.
 2019 2018 
Accident28.5% 29.2% 
Short-term disability22.5
 22.7
 
    Critical care (1)
21.9
 22.1
 
Hospital indemnity16.6
 15.8
 
Dental/vision4.4
 4.7
 
Life6.1
 5.5
 
Total100.0% 100.0% 
(1) Includes cancer, critical illness and hospital intensive care products

New Accounting Pronouncementsannualized premium sales for accident insurance, the Aflac U.S. leading product category, decreased 3.8%, short-term disability sales decreased 2.4%, critical care insurance sales (including cancer insurance) decreased 2.4%, and hospital indemnity insurance sales increased 3.7% in 2019, compared with 2018. While overall sales decreased in 2019, net earned premium increased 1.8%.

In 2019, the Aflac U.S. sales forces included an average of approximately 8,200 U.S. agents, including brokers, who were actively producing business on a weekly basis. The Company believes that this average weekly producer equivalent metric allows sales management to monitor progress and needs.
During
In November 2019, the lastCompany 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. This transaction represents a commitment of $75 million in capital at closing and an additional $21 million in consideration paid over three years various accounting standard-setting bodies havebased on the achievement by Argus of certain performance targets. Tampa, Florida will serve as the home for Aflac Dental and Vision. This acquisition is a strategic entry point into the network dental and vision market and is expected to provide opportunities for sales growth, improved account penetration and distribution productivity.
Aflac U.S. Investments
The level of investment income is affected by available cash flow from operations, the timing of investing the cash flow, yields on new investments, and other factors.

As part of the Company's portfolio management and asset allocation process, Aflac U.S. invests in fixed maturity investments and growth assets, including public equity securities and alternative investments in limited partnerships. Aflac U.S. has been activeinvesting in soliciting commentsboth publicly traded and issuing statements, interpretationsprivately originated investment-grade and exposure drafts. Forbelow-investment-grade fixed maturity securities and loan receivables.

The following table details the investment purchases for Aflac U.S. as of December 31.

47


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Fixed maturity securities:     
     Other fixed maturity securities $1,032
 $1,068
 
     Infrastructure debt 119
 97
 
Equity securities 58
 76
 
Commercial mortgage and other loans:     
     Transitional real estate loans 423
 610
 
     Commercial mortgage loans 104
 163
 
     Middle market loans 99
 141
 
Other investments 16
 44
 
        Total Aflac U.S. Purchases $1,851
 $2,199
 

Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, and other securities transactions. Purchases of securities from period to period are determined based on multiple objectives, including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to the Company's investment policy guidelines.

The following table presents the results of Aflac's U.S. investment yields for the years ended and as of December 31.
 2019 2018 
Total purchases for period (in millions) (1)
$1,835
 $2,155
 
New money yield (1), (2)
4.51% 4.55% 
Return on average invested assets (3)
5.07
 5.16
 
Portfolio book yield, end of period (1)
5.40% 5.55% 
(1) Includes fixed maturity securities, commercial mortgage and other loans, equity securities, and excludes alternative investments in limited partnerships
(2) Reported on a gross yield basis; excludes investment expenses and external management fees
(3)Net of investment expenses, year-to-date number reflected on a quarterly average basis

See Note 3 of the Notes to the Consolidated Financial Statements and the Market Risks of Financial Instruments - Credit Risk subsection of MD&A for more information regarding the sector concentrations of the Company's investments.


48


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

CORPORATE AND OTHER

Changes in the pretax adjusted earnings of Corporate and other are primarily affected by investment income. The following table presents a summary operating results for Corporate and other for the years ended December 31.

Corporate and Other Summary of Operating Results
(In millions)2019 2018 
Premium income$200
 $208
 
Net investment income88
 77
 
Amortized hedge income related to certain foreign currency
   management strategies
89
 36
 
Net investment income, including amortized hedge income177
 113
 
Other income15
 18
 
Total adjusted revenues393
 339
 
Benefits and claims, net194
 199
 
Adjusted expenses:    
Interest expense133
 120
 
Other adjusted expenses137
 159
 
Total adjusted expenses270
 279
 
Total benefits and adjusted expenses464
 478
 
Pretax adjusted earnings$(72) $(139) 

Net investment income benefited from the Company’s enterprise corporate hedging program for the years ended December 31, 2019 and 2018, respectively. See the Hedging Activities subsection of this MD&A for further information on new accounting pronouncements and the enterprise corporate hedging program.

In December 2018, the Parent Company invested $20 million in Singapore Life Pte. Ltd. (Singapore Life), a digitally-focused life insurance company based in Singapore. The Parent Company made an additional investment of $16 million in the second quarter of 2019, bringing the total investment to $36 million. As part of the relationship, Aflac entered into a reinsurance agreement on certain protection products with Singapore Life in September 2019. However, the Company does not currently expect the equity investment or the reinsurance agreement to have a material impact if any, on ourits financial position or results of operations,operations.

INVESTMENTS

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

For additional information concerning the Company's investments, see Note 1Notes 3, 4, and 5 of the Notes to the Consolidated Financial Statements.



49


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following tables detail investments by segment as of December 31.

Investment Securities by Segment
 2019 
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$75,780
 $13,703
 $1,779
 $91,262
Held to maturity, fixed maturity securities,
   at amortized cost
30,085
 0
 0
 30,085
Equity securities657
 67
 78
 802
Commercial mortgage and other loans:       
Transitional real estate loans4,507
 943
 0
 5,450
Commercial mortgage loans1,308
 399
 0
 1,707
Middle market loans2,141
 271
 0
 2,412
Other investments:       
Policy loans234
 16
 0
 250
Short-term investments (1)
386
 242
 1
 629
Limited partnerships496
 55
 17
 568
Other0
 30
 0
 30
     Total investments115,594
 15,726
 1,875
 133,195
Cash and cash equivalents1,674
 417
 2,805
 4,896
              Total investments and cash$117,268
 $16,143
 $4,680
 $138,091
(1) Includes securities lending collateral

 2018
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$69,409
 $12,132
 $1,354
 $82,895
Held to maturity, fixed maturity securities,
   at amortized cost
30,318
 0
 0
 30,318
Equity securities806
 137
 44
 987
Commercial mortgage and other loans:       
Transitional real estate loans3,621
 756
 0
 4,377
Commercial mortgage loans763
 301
 0
 1,064
Middle market loans1,144
 334
 0
 1,478
Other investments:       
Policy loans219
 13
 0
 232
Short-term investments (1)
0
 141
 11
 152
Limited partnerships333
 37
 7
 377
Other0
 26
 0
 26
     Total investments106,613
 13,877
 1,416
 121,906
Cash and cash equivalents1,779
 641
 1,917
 4,337
              Total investments and cash$108,392
 $14,518
 $3,333
 $126,243
(1) Includes securities lending collateral

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

50


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


The distributions of fixed maturity securities the Company owns, by credit rating, as of December 31 were as follows:

Composition of Fixed Securities Portfolio by Credit Rating
   2019   2018 
 Amortized
Cost
   Fair    
  Value    
 Amortized
Cost
   Fair    
  Value    
AAA 1.1%   1.0%   1.0%   .9% 
AA 4.3
   4.4
   3.9
   4.0
 
A 68.6
   69.8
   67.9
   69.9
 
BBB 23.1
   22.1
   23.2
   21.6
 
BB or lower 2.9
   2.7
   4.0
   3.6
 
Total 100.0%   100.0%   100.0%   100.0% 

As of December 31, 2019, the Company's direct and indirect exposure to securities in its investment portfolio that were guaranteed by third parties was immaterial both individually and in the aggregate.

The following table presents the 10 largest unrealized loss positions in the Company's portfolio as of December 31, 2019.
(In millions)Credit
Rating
 Amortized
Cost
 Fair
Value
 Unrealized    
Loss    
Diamond Offshore Drilling Inc. CCC   $64
   $32
   $(32) 
AXA BBB   296
   271
   (25) 
Transocean Inc. CCC   50
   37
   (13) 
Intesa Sanpaolo Spa BBB   142
   132
   (10) 
Baker Hughes Inc. A   123
   114
   (9) 
Kommunal Landspensjonskasse (KLP) BBB   137
   129
   (8) 
Mirvac Group Finance Ltd. A   91
   84
   (7) 
Autostrade Per Litalia Spa BBB   182
   175
   (7) 
Downer Group Finance Pty LTD BBB   91
   85
   (6) 
Chevron Corp. AA   148
   142
   (6) 

Generally, declines in fair values can be a result of changes in interest rates, yen/dollar exchange rate, and changes in net spreads driven by a broad market move or a change in the issuer's underlying credit quality. As the Company believes these issuers have the ability to continue making timely payments of principal and interest, the Company views these changes in fair value to be temporary. See the Unrealized Investment Gains and Losses section in Note 3 of the Notes to the Consolidated Financial Statements for further discussions of unrealized losses related to financial institutions and other corporate investments.
Below-Investment-Grade Securities
The Company's portfolio of below-investment-grade securities includes debt securities purchased while the issuer was rated investment grade plus other loans and bonds purchased as part of an allocation to that segment of the market. The following is the Company's below-investment-grade exposure.


51


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Below-Investment-Grade Investments
  December 31, 2019 
(In millions)
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Gain
(Loss)
 
Investcorp Capital Limited$388
 $388
 $452
 $64
 
Republic of South Africa365
 365
 372
 7
 
Barclays Bank PLC183
 115
 157
 42
 
KLM Royal Dutch Airlines183
 136
 143
 7
 
Telecom Italia SpA183
 183
 241
 58
 
IKB Deutsche Industriebank AG118
 51
 102
 51
 
Arconic Inc.100
 85
 111
 26
 
EMC Corp.80
 80
 82
 2
 
Generalitat de Catalunya73
 27
 80
 53
 
Teva Pharmaceuticals68
 66
 61
 (5) 
Other Issuers456
 436
 420
 (16) 
          Subtotal (1)
2,197
 1,932
 2,221
 289
 
Senior secured bank loans462
 480
 459
 (21) 
High yield corporate bonds726
 723
 755
 32
 
Middle market loans, net of reserves (2)
2,455
 2,412
 2,420
 8
 
          Grand Total$5,840
 $5,547
 $5,855
 $308
 
(1) Securities initially purchased as investment grade, but have subsequently been downgraded to below investment grade
(2) Middle market loans are carried at amortized cost

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

The Company maintains an allocation to higher yielding corporate bonds within the Aflac Japan and Aflac U.S. portfolios. Most of these securities were rated below-investment-grade at the time of purchase, but the Company also purchased several that were rated investment grade which, because of market pricing, offer yields commensurate with below-investment-grade risk profiles. The objective of this allocation was to enhance the Company's yield on invested assets and further diversify credit risk. All investments in this program must have a minimum rating at purchase of low BB using the Company's above described rating methodology and are managed by the Company's internal credit portfolio management team.
Fixed Maturity Securities by Sector
The Company maintains diversification in investments by sector to avoid concentrations to any one sector, thus managing exposure risk. The following table shows the distribution of fixed maturities by sector classification as of December 31.


52


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 2019 
(In millions) Amortized
Cost
  
% of
Total
 
Government and agencies $53,463    48.8% 
Municipalities 2,414    2.2  
Mortgage- and asset-backed securities 394    .4  
Public utilities 8,194    7.5  
Electric 6,471    5.9  
Natural Gas 303    .3  
Other 695    .6  
Utility/Energy 725    .7  
Sovereign and Supranational 2,042    1.9  
Banks/financial institutions 9,947    9.1  
Banking 6,029    5.5  
Insurance 1,948    1.8  
Other 1,970    1.8  
Other corporate 33,002    30.1  
Basic Industry 3,484    3.2  
Capital Goods 3,187    2.9  
Communications 4,057    3.7  
Consumer Cyclical 3,271    3.0  
Consumer Non-Cyclical 6,280    5.7  
Energy 4,281    3.9  
Other 1,464    1.3  
Technology 3,129    2.9  
Transportation 3,849    3.5  
        Total fixed maturity securities $109,456    100.0% 
Securities by Type of Issuance
The Company has investments in both publicly and privately issued securities. The Company's ability to sell either type of security is a function of overall market liquidity which is impacted by, among other things, the amount of outstanding securities of a particular issuer or issuance, trading history of the issue or issuer, overall market conditions, and idiosyncratic events affecting the specific issue or issuer.


53


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following table details investment securities by type of issuance as of December 31.

Investment Securities by Type of Issuance
   2019   2018 
(In millions)Amortized
Cost
 Fair   
Value   
 Amortized
Cost
 Fair  
Value  
Publicly issued securities:               
Fixed maturity securities $89,625
   $105,557
   $83,482
   $93,255
 
Equity securities 717
   717
   936
   936
 
      Total publicly issued 90,342
   106,274
   84,418
   94,191
 
Privately issued securities: (1)
               
Fixed maturity securities 19,831
(2 
) 
  23,299
(2 
) 
  23,692
   26,362
 
Equity securities 85
   85
   51
   51
 
      Total privately issued 19,916
   23,384
   23,743
   26,413
 
      Total investment securities $110,258
   $129,658
   $108,161
   $120,604
 
(1) Primarily consists of securities owned by Aflac Japan
(2) Excludes Rule 144A securities starting in the first quarter of 2019

The following table details the Company's reverse-dual currency securities as of December 31.

Reverse-Dual Currency Securities(1)
(Amortized cost, in millions)2019 2018 
Privately issued reverse-dual currency securities$4,993
 $5,120
 
Publicly issued collateral structured as reverse-dual currency securities1,678
 1,657
 
Total reverse-dual currency securities$6,671
 $6,777
 
Reverse-dual currency securities as a percentage of total investment
securities
6.1% 6.3% 
(1)Principal payments in yen and interest payments in dollars

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

HEDGING ACTIVITIES

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

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

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



54


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Foreign Currency Exchange Rate Risk Hedge Program

The Company has deployed the following hedging strategies to mitigate exposure to foreign currency exchange rate risk:

Aflac Japan hedges U.S. dollar-denominated investments back to yen (see Aflac Japan’s U.S. Dollar-Denominated Hedge Program below).

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

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

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

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

Aflac Japan buys U.S. dollar-denominated investments, typically corporate bonds, and hedges them back to yen with foreign currency forwards and options to hedge foreign currency exchange rate risk. This economically creates yen assets that match yen liabilities during the life of the derivative and provides capital relief. The currency risk being hedged is generally based on fair value of hedged investments. The following table summarizes the U.S. dollar-denominated investments held by Aflac Japan as of December 31.
 2019 2018
(In millions)
Amortized
Cost
Fair
Value
 
Amortized
Cost
Fair
Value
Available-for-sale securities:     
  Fixed maturity securities (excluding bank loans)$18,012
$19,542
 $17,101
$17,003
  Fixed maturity securities - bank loans (floating rate)677
649
 1,296
1,238
Equity securities19
19
 177
177
Commercial mortgage and other loans:     
  Transitional real estate loans (floating rate)4,507
4,543
 3,621
3,625
  Commercial mortgage loans1,308
1,319
 763
736
  Middle market loans (floating rate)2,141
2,153
 1,144
1,146
Other investments496
496
 333
333
      Total U.S. Dollar Program27,160
28,721
 24,435
24,258
Available-for-sale securities:     
  Fixed maturity securities - economically converted to yen1,700
2,608
 1,679
2,269
      Total U.S. dollar-denominated investments in Aflac Japan$28,860
$31,329
 $26,114
$26,527

U.S. Dollar Program includes all U.S. dollar-denominated investments in Aflac Japan other than the investments in certain consolidated VIEs where the instrument is economically converted to yen as a result of a derivative in the consolidated variable interest entity. As of December 31, 2019, Aflac Japan had $8.8 billion outstanding notional amounts of foreign currency forwards and $21.1 billion outstanding notional amounts of foreign currency options, of which none were in-the-money, hedging the U.S. dollar-denominated investments. The fair value of Aflac Japan's unhedged U.S. dollar-denominated portfolio was $19.9 billion (excluding certain U.S. dollar-denominated assets shown in the table above as a result of consolidation that have been economically converted to yen using derivatives).

Foreign exchange derivatives used for hedging are periodically settled, which results in cash receipt or payment at maturity or early termination. The Company had net cash outflows of $20 million in 2019, net cash inflows of $272 million in

55


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2018 and net cash outflows of $747 million in 2017, associated with the currency derivatives used for hedging Aflac Japan’s U.S. dollar-denominated investments.

Enterprise Corporate Hedging Program

The Company has designated certain yen-denominated liabilities and foreign currency forwards and options of the Parent Company as accounting hedges of its net investment in Aflac Japan. The Company's consolidated yen-denominated net asset position was partially hedged at $9.1 billion as of December 31, 2019, compared with $1.8 billion as of December 31, 2018.

The Company makes its accounting designation of net investment hedge at the beginning of each quarter. If the total of the designated Parent Company non-derivative and derivative notional is equal to or less than the Company's net investment in Aflac Japan, the hedge is deemed to be effective, and the currency exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. The Company's net investment hedge was effective during the years ended December 31, 2019 and 2018, respectively. For additional information on the Company's net investment hedging strategy, see Note 4 of the Notes to the Consolidated Financial Statements.

In order to economically mitigate risks associated with the enterprise-wide exposure to the yen and the level and volatility of hedge costs, the Parent Company enters into foreign exchange forward and option contracts. By buying U.S. dollars and selling yen, the Parent Company is effectively lowering its overall economic exposure to the yen, while Aflac Japan's U.S dollar exposure remains reduced as a result of Aflac Japan's U.S. dollar-denominated hedge program that economically creates yen assets. Among other objectives, this strategy is intended to offset the enterprise-wide amortized hedge costs by generating amortized hedge income. The portion of the enterprise-wide amortized hedge income contributed by this strategy was $89 million in 2019 and $36 million in 2018. This activity is reported in Corporate and Other. As this program evolves, the Company will continue to evaluate the program’s efficacy. See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.

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

Aflac Japan Hedge Cost Metrics(1)
 2019 2018
Aflac Japan:   
   FX forward (sell USD, buy yen) notional at end of period (in billions)(2)
$8.8 $9.9
   Weighted average remaining tenor (in months)(3)
8.5 21.4
   Amortized hedge income (cost) for period (in millions)$(257) $(236)
Parent Company:   
   FX forward (buy USD, sell yen) notional at end of period (in billions)(2)
$4.9 $2.5
   Weighted average remaining tenor (in months)(3)
13.7 16.1
   Amortized hedge income (cost) for period (in millions)$89 $36
(1) See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.
(2) Notional is reported net of any offsetting positions within Aflac Japan or the Parent Company, respectively.
(3) Tenor based on period reporting date to settlement date

Interest Rate Risk Hedge Program

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

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


56


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

POLICY LIABILITIES

The following table presents policy liabilities by segment and in total for the years ended December 31.
(In millions)2019 2018 
Japan segment:    
Future policy benefits$81,462
 $77,812
 
Unpaid policy claims2,879
 2,857
 
Other policy liabilities11,452
 12,122
 
Total Japan policy liabilities95,793
 92,791
 
U.S. segment:    
Future policy benefits9,405
 9,137
 
Unpaid policy claims1,779
 1,727
 
Other policy liabilities111
 117
 
Total U.S. policy liabilities11,295
 10,981
 
Consolidated:    
Future policy benefits90,335
 86,368
 
Unpaid policy claims4,659
 4,584
 
Other policy liabilities11,560
 12,236
 
Total consolidated policy liabilities (1)
$106,554
 $103,188
 
(1) The sum of the Japan and U.S. segments exceeds the total due to reinsurance and retrocession activity.

See Note 7 of the Notes to the Consolidated Financial Statements for additional information on the Company's policy liabilities.

BENEFIT PLANS

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

POLICYHOLDER PROTECTION
Policyholder Protection Corporation

The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. In November 2016, Japan's Diet passed legislation that again extends the government's fiscal support of the LIPPC through March 2022. Effective April 2014, the annual LIPPC contribution amount for the total life industry was lowered from ¥40 billion to ¥33 billion. Aflac Japan recognized an expense of ¥1.9 billion and ¥2.0 billion for the years ended December 31, 2019 and 2018, respectively, for LIPPC assessments.

Guaranty Fund Assessments

Under U.S. state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business. The amount of the guaranty fund assessment that an insurer is assessed is based on its proportionate share of premiums in that state. See Note 15 of the Notes to the Consolidated Financial Statements for further information on the assessment.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2019, the Company had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 15 of the Notes to the Consolidated Financial Statements for information on material unconditional purchase obligations that are not recorded on the Company's balance sheet.

57


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


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

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

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

The Company's cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased, all of which has minimal market, settlement or other risk exposure. The target minimum amount for the Parent Company’s cash and cash equivalents is approximately $2.0 billion to provide available capital and liquidity support at the holding company.Aflac Japan and Aflac U.S. provide the primary sources of liquidity to the Parent Company through the payment of dividends and management fees. The following table presents the amounts provided to the Parent Company for the years ended December 31.
Liquidity Provided by Subsidiaries to Parent Company
(In millions)2019 2018 
Dividends declared or paid by subsidiaries$3,466

$1,817
 
Management fees paid by subsidiaries151
 204
 
The decline in dividends during 2018 was driven by a change in the dividend regulatory approval process subsequent to the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018. The Company resumed dividend payments from Aflac Japan in the fourth quarter of 2018. Management fees decreased during 2019 and 2018, compared to prior years, due to changes in the administration of intercompany expenses between legal entities subsequent to the conversion, as well.

Prior to the Aflac Japan branch conversion, Aflac Japan paid allocated expenses and profit remittances to Aflac U.S. The following table details Aflac Japan remittances for the years ended December 31.

Aflac Japan Remittances
(In millions of dollars and billions of yen)2019 2018 
Aflac Japan management fees paid to Parent Company$75
 $136
 
Expenses allocated to Aflac Japan (in dollars)4
 24
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in dollars)2,070
 808
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in yen)¥225.2
 ¥89.7
 

In 2018, the Company announced a change in its internal dividend policy which allows the Company to increase the proportion of regulatory earnings transferred from Aflac U.S. and Aflac Japan to the Parent Company. The Company intends to maintain higher than historical levels of capital and liquidity at the Parent Company with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a portfolio of unhedged U.S. dollar based investments at Aflac Japan and consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan in light of potentially rising hedge costs and other factors. See the "Hedging Activity" subsection in this MD&A for more information.


58


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that allows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. In August 2018, the Parent Company filed a shelf registration with Japanese regulatory authorities that allows the Parent Company to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to ¥200 billion or its equivalent through August 2020. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of December 31, 2019, the Parent Company and Aflac had four lines of credit with third parties and three intercompany lines of credit. For additional information, see Note 9 of the Notes to the Consolidated Financial Statements.

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

Major Contractual Obligations

The following table presents the estimated payments by period of the Company's major contractual obligations as of December 31, 2019. The Company translated its yen-denominated obligations using the December 31, 2019, exchange rate. Actual future payments as reported in dollars will fluctuate with changes in the yen/dollar exchange rate.
Distribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows

The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table summarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 

Operating Activities
The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.
The Company expects its future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.
Investing Activities
The Company's investment objectives provide for liquidity primarily through the purchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of an arrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and repaid $217 million under this program during 2019. As of December 31, 2019, Aflac U.S. had outstanding borrowings of $403 million reported in its balance sheet.


60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In December 2019, the Parent Company issued four series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds from the October 2018 issuance of its senior notes to redeem $550 million of the Parent Company's 2.40% senior notes due in 2020.

See Note 9 of the Notes to the Consolidated Financial Statements for further information on the debt issuances discussed above.

The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019.

Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the years ended December 31.

61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Treasury Stock Purchased
(In millions of dollars and thousands of shares)2019 2018 
Treasury stock purchases$1,627
 $1,301
 
Number of shares purchased:    
Share repurchase program31,994
 28,949
 
Other592
 392
 
   Total shares purchased32,586
 29,341
 

Treasury Stock Issued
(In millions of dollars and thousands of shares)2019 2018 
Stock issued from treasury:    
   Cash financing$49
 $58
 
   Noncash financing50
 17
 
   Total stock issued from treasury$99
 $75
 
Number of shares issued2,324
 1,939
 

Under share repurchase authorizations from the Company's board of directors, the Company purchased 32.0 million shares of its common stock in 2019, compared with 28.9 million shares in 2018. As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors. The Company currently plans to repurchase $1.3 billion to $1.7 billion of its common stock in 2020, assuming stable capital conditions and absent compelling alternatives. See Note 11 of the Notes to the Consolidated Financial Statements for additional information.

Cash dividends paid to shareholders in 2019 of $1.08 per share increased 3.8% over 2018. The following table presents the dividend activity for the years ended December 31.

Dividends Paid to Shareholders
(In millions)2019 2018 
Dividends paid in cash$771
 $793
 
Dividends through issuance of treasury shares30
 8
 
Total dividends to shareholders$801
 $801
 

In January 2020, the board of directors announced a 3.7% increase in the quarterly cash dividend, effective with the first quarter of 2020. The first quarter 2020 cash dividend of $.28 per share is payable on March 2, 2020, to shareholders of record at the close of business on February 19, 2020.

Regulatory Restrictions

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. Subsequent to the Japan branch conversion to a subsidiary, Aflac Japan is domiciled in Japan and subject to local regulations. The Nebraska Department of Insurance imposes certain limitations and restrictions on payments of dividends, management fees, loans and advances to the Parent Company. Under Nebraska insurance law, prior approval of the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangements and other transactions within the affiliated group of companies. These regulatory limitations are not expected to affect the level of management fees or dividends paid to the Parent Company. (See below for discussion of restrictions imposed by Japanese insurance regulators.) A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.


62


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations.

Aflac's company action level RBC ratio was 539% as of December 31, 2019, compared with 560% at December 31, 2018. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac's total adjusted capital of $2.2 billion exceeded the company action level required capital and surplus of $.4 billion by $1.8 billion. With the announcement of the Japan branch conversion to a subsidiary, we had announced our intention to remove excess capital out of Aflac, targeting a 500% RBC by the end of 2019. As of December 31, 2019, the Company has completed the RBC drawdown plan and has moved $1.75 billion of capital from Aflac to the Parent Company, supporting the Company's capital deployment and risk management activities.

The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2020 in excess of $864 million would be considered extraordinary and require such approval. Following the Japan branch conversion to a subsidiary, the Company used extraordinary dividends as needed to actively manage to appropriate RBC levels that are lower yet sufficient to maintain ratings and support prudent capital management. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York. See Note 13 of the Notes to the Consolidated Financial Statements for information regarding the impact of permitted practices by the Nebraska Department of Insurance on the Company's statutory capital and surplus.

The NAIC considers its Solvency Modernization Initiative (SMI) process relating to updating the U.S. insurance solvency regulation framework to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/or are near completion; however, the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements as well as RBC.In addition, the NAIC is also considering changes to investment risk factors. Any negative developments by the NAIC in these areas could result in increased capital requirements for the Company.

Aflac is subject to the NAIC’s Own Risk and Solvency Assessment (ORSA). Through the ORSA requirements, Aflac is expected to regularly, no less than annually, conduct an ORSA to assess the adequacy of its risk management framework, and its current and estimated projected future solvency position; internally document the process and results of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2019, Aflac filed its ORSA report with the Nebraska Department of Insurance.

In addition to limitations and restrictions imposed by U.S. insurance regulators, after the Japan branch conversion on April 1, 2018, the new Japan subsidiary is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥110 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 8 and 9 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criteria relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain

63


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments.(See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.)

Aflac's SMR ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. As part of the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018, the Company experienced an accounting-driven decline in the SMR of approximately 130 points, compared with the SMR as of December 31, 2017. The Company expects to be able to pay dividends out of certain accounts, thus restoring this accounting impact over an estimated three-year period.

The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA in determining if an economic value-based solvency regime in Japan will be appropriate for the insurance industry.

Privacy and Cybersecurity Governance

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

Other

For information regarding commitments and contingent liabilities, see Note 15 of the Notes to the Consolidated Financial Statements.

Additional Information

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

CRITICAL ACCOUNTING ESTIMATES

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

64


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

of December 31, 2019, and thus has a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results.

Valuation of Investments, Including Derivatives, and Recognition of Other-than-Temporary Impairments

Aflac's investments, primarily consisting of debt and equity securities, include both publicly issued and privately issued securities. For publicly issued securities, the Company determines the fair values from quoted market prices readily available from public exchange markets and price quotes and valuations from third party pricing vendors. For the majority of privately issued securities within the Company's investment portfolio, a third party pricing vendor has developed valuation models that the Company utilizes to determine fair values. For the remaining privately issued securities, the Company uses non-binding price quotes from outside brokers.

The Company estimates the fair values of its securities on a monthly basis. The Company monitors the estimated fair values obtained from its pricing vendors and brokers for consistency from month to month, while considering current market conditions. The Company also periodically discusses with its pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, the Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, the Company may compare the inputs to relevant market indices and other performance measurements. Based on management's analysis, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. The Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.

The Company routinely reviews its investments that have experienced declines in fair value to determine if the decline is other than temporary. The identification of distressed investments, the determination of fair value if not publicly traded and the assessment of whether a decline is other than temporary involve significant management judgment. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. This process requires consideration of risks, which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk. Management updates its evaluations regularly and reflects impairment losses in the Company's net earnings or other comprehensive income, depending on the nature of the loss, as such evaluations are revised.

See Notes 1, 3, 4 and 5 of the Notes to the Consolidated Financial Statements for additional information.

Deferred Policy Acquisition Costs and Policy Liabilities

Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

Deferred Policy Acquisition Costs

The calculation of DAC and the liability for future policy benefits requires the use of estimates based on sound actuarial valuation techniques. For new policy issues, the Company reviews its actuarial assumptions and deferrable acquisition costs each year and revise them when necessary to more closely reflect recent experience and studies of actual acquisition costs. For policies in force, the Company evaluates DAC by major product groupings to determine that they are recoverable from future revenues, and any amounts determined not to be recoverable are charged against net earnings. See Note 6 of the Notes to the Consolidated Financial Statements for a detail of the DAC activity for the past two years.

65


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Policy Liabilities

The Company's policy liabilities, which are determined in accordance with applicable guidelines as defined under U.S. GAAP and Actuarial Standards of Practice, include two components that involve analysis and judgment: future policy benefits and unpaid policy claims, which accounted for 85% and 4% of total policy liabilities as of December 31, 2019, respectively.

Future policy benefits provide for claims that will occur in the future and are generally calculated as the present value of future expected benefits to be incurred less the present value of future expected net benefit premiums. The Company calculates future policy benefits based on assumptions of morbidity, mortality, persistency and interest. These assumptions are generally established at the time a policy is issued. The assumptions used in the calculations are closely related to those used in developing the gross premiums for a policy. As required by U.S. GAAP, the Company also includes a provision for adverse deviation, which is intended to accommodate adverse fluctuations in actual experience.

Unpaid policy claims include those claims that have been incurred and are in the process of payment as well as an estimate of those claims that have been incurred but have not yet been reported to the Company. The Company computes unpaid policy claims on a non-discounted basis using statistical analyses of historical claims payments, adjusted for current trends and changed conditions. The Company updates the assumptions underlying the estimate of unpaid policy claims regularly and incorporates its historical experience as well as other data that provides information regarding the Company's outstanding liability.

The Company's insurance products provide fixed-benefit amounts per occurrence that are not subject to medical-cost inflation. Furthermore, the Company's business is widely dispersed in both the U.S. and Japan. This geographic dispersion and the nature of the Company's benefit structure mitigate the risk of a significant unexpected increase in claims payments due to epidemics and events of a catastrophic nature. Claims incurred under Aflac's policies are generally reported and paid in a relatively short time frame. The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and frequency of claims. Severity is the ultimate size of a claim, and frequency is the number of claims incurred. The Company's claims experience is primarily related to the demographics of its policyholders.

As a part of its established financial reporting and accounting practices and controls, the Company performs detailed annual actuarial reviews of its policyholder liabilities (gross premium valuation analysis) and reflects the results of those reviews in its results of operations and financial condition as required by U.S. GAAP. For Aflac Japan, the Company’s annual reviews in 2019 and 2018 indicated no need to strengthen liabilities associated with policies in Japan. For Aflac U.S., the Company's annual reviews in 2019 and 2018 indicated no need to strengthen liabilities associated with policies in the U.S.

The table below reflects the growth of the future policy benefits liability for the years ended December 31.

RESULTS OF OPERATIONS

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

Yen–denominated income statement accounts are translated to U.S. dollars using a weighted average Japanese yen/U.S. dollar foreign exchange rate, except realized gains and losses on security transactions which are translated at the exchange rate on the trade date of each transaction. Yen–denominated balance sheet accounts are translated to U.S. dollars using a spot Japanese yen/U.S. dollar foreign exchange rate.

The following discussion includes references to ourthe Company's performance measures, operatingadjusted earnings, and operatingadjusted earnings per diluted share, and amortized hedge costs/income, which are not calculated in accordance with U.S. GAAP.GAAP (non-U.S. GAAP). These measures exclude items that we believethe Company believes may obscure the underlying fundamentals and trends in ourthe Company's insurance operations because they tend to be driven by general economic conditions and events or related to infrequent activities not directly associated with ourits insurance operations. OurThe Company's management uses operatingadjusted earnings and operatingadjusted earnings per diluted share to evaluate the financial performance of ourits insurance operations on a consolidated basis, and we believethe Company believes that a presentation of these measures is vitally important to an understanding of ourits underlying profitability drivers and trends of ourits insurance business. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.


AflacThe Company defines operating earnings (athe non-U.S. GAAP financial measure)measures included in this filing as follows:

Adjusted earnings are the profits derived from operations. Operatingoperations.The most comparable U.S. GAAP measure is net earnings. Adjusted earnings includes interest cash flows associated with notes payable but excludesare adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside of management's control, such asmanagement’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from securities transactions, impairments,derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and derivative and hedging activities; nonrecurring items; and other non-operating income (loss)operating expenses including the impact of interest cash flows from net earnings. Aflac's derivative activities are primarily used to hedge foreign exchange and interest rate risk in our investment portfolio as well as manage foreign exchange risk for certainderivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and forecasted cash flows denominated in yen. We define operatingthat do not reflect the Company's underlying business performance.

Adjusted earnings per share (basic or dilutive) to be operatingdiluted) are adjusted earnings for the period divided by the weighted average outstanding shares (basic or dilutive)diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.


Because a significant portion of our business is conductedAmortized hedge costs/income represent costs/income incurred or recognized in Japan andusing foreign currency forward
contracts to hedge certain foreign exchange ratesrisks in the Company's Japan segment (costs) or in the Corporate and Other segment (income). These amortized hedge costs/income are outsidederived from the difference between the foreign currency spot rate at time of management’s control, we believe ittrade inception and the contractual foreign currency forward rate, recognized on a straight line basis over the term of the hedge. There is important to understand the impact of translating Japanese yen intono comparable U.S. dollars. OperatingGAAP financial measure for amortized hedge costs/income.

Adjusted earnings and operatingadjusted earnings per diluted sharesshare excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior year period, which eliminates dollar based fluctuations driven solely fromby yen-to-dollar currency rate changes.



37


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Amounts excluding foreign currency impact on U.S. dollar-denominated investment income were determined using the average dollar/yen exchange rate for the comparable prior year period.

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

Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding the impact of the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings, divided by average shareholders’ equity, excluding AOCI. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity.

The following table is a reconciliation of items impacting operatingadjusted earnings net earnings, operating earnings per diluted share, and netadjusted earnings per diluted share to the most directly comparable U.S. GAAP measures of net earnings and net earnings per diluted share, respectively, for the years ended December 31.

40



Reconciliation of Net Earnings to OperatingAdjusted Earnings(1)
 In Millions Per Diluted Share
 2016 2015 2014 2016 2015 2014
Net earnings$2,659
 $2,533
 $2,951
 $6.42
 $5.85
 $6.50
Items impacting net earnings:           
Realized investment (gains) losses:           
Securities transactions and impairments(132) (150) (184) (.32) (.35) (.40)
Impact of derivative and hedging activities:           
Hedge costs related to foreign currency
investments
(1)
186
 72
 35
 .45
 .17
 .08
  Other derivative and hedging activities (1),(2)
154
 23
 (22) .37
 .05
 (.05)
Other and non-recurring (income) loss28
 266
(3) 
(67) .07
 .61
 (.15)
Income tax (benefit) expense on items excluded
from operating earnings
(1)
(83) (74) 84
 (.20) (.17) .18
Operating earnings2,812
 2,670
 2,797
 6.79
 6.16
 6.16
Current period foreign currency impact (4)
(141) N/A
 N/A
 (.34) N/A
 N/A
Operating earnings excluding current period
foreign currency impact
(5)
$2,671
 $2,670
 $2,797
 $6.45
 $6.16
 $6.16
 In Millions Per Diluted Share
 2019 2018 2019 2018
Net earnings$3,304
 $2,920
 $4.43
 $3.77
Items impacting net earnings:       
Realized investment (gains) losses (2),(3),(4),(5)
15
 297
 .02
 .38
Other and non-recurring (income) loss1
 75
 .00
 .10
Income tax (benefit) expense on items
excluded from adjusted earnings
(3) (83) .00
 (.11)
Tax reform adjustment (6)
(4) 18
 (.01) .02
Adjusted earnings3,314
 3,226
 4.44
 4.16
Current period foreign currency impact (7)
(15) N/A
 (.02) N/A
Adjusted earnings excluding current period
foreign currency impact
$3,299
 $3,226
 $4.42
 $4.16
(1)Prior year amounts Amounts may not foot due to rounding.
(2) Amortized hedge costs of $257 in 2019 and $236 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as a decrease to reflect the change in methodology of calculating the hedge costs related to foreign currency investments.net investment income. See "Hedge Costs"Costs/Income" discussion below for further discussion.information.
(2)(3) ExcludesAmortized hedge income of $89 in 2019 and $36 in 2018, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as an increase to net investment income. See "Hedge Costs/Income" discussion below for further information.
(4) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount for 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(5) A gain of $85$66 in both 20162019 and 2015 and $44$67 in 20142018, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable which is classified as an operating gain when analyzing segment operations
(3) Includes a loss of $20 in 2015 related to the change in value of yen repatriation received in advance of settlement of certain foreign currency derivatives. This loss was offset by derivativehave been reclassified from realized investment gains (losses) and included in other derivativeadjusted earnings as a component of interest expense.
(6) The impact of Tax Reform was adjusted in 2018 for return-to-provision adjustments, various amended returns filed by the company, and hedging activities.final true-ups of deferred tax liabilities. Further impacts were recorded in 2019 a result of additional guidance released by the IRS.
(4) (7)Prior period foreign currency impact reflected as “N/A” to isolate change for current period only.
(5) Amounts excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior-year period, which eliminates dollar-based fluctuations driven solely from currency rate changes.

Reconciling Items


Realized Investment Gains and Losses


OurThe Company's investment strategy is to invest primarily in fixed-maturityfixed maturity securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s growth and profitability. This investment strategy incorporates asset-liability matching (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. We doThe Company does not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio management and rebalancing. The realization of investment gains and losses is independent of the underwriting and administration of ourthe Company's insurance products, which are the principal driversproducts. Realized investment gains and

38


Item 7. Management's Discussion and Analysis of our profitability.Financial Condition and Results of Operations


losses include securities transactions, impairments, changes in loan loss reserves, derivative and foreign currency activities and changes in fair value of equity securities.
Securities Transactions, Impairments, and ImpairmentsGains (Losses) on Equity Securities


During 2016, we realized pretax investmentSecurities transactions include gains net ofand losses of $215 million($140 million after-tax) from sales and redemptions of securities. These net gains were primarily related to foreign currency gainsinvestments where the amount received is different from the amortized cost of the investment. Impairments include other-than-temporary-impairment losses on sale and redemption activitiesinvestment securities as well as changes in loan loss reserves for loan receivables. Starting in the first quarter of 2018, gains related to call activity on previously impaired securities. We realized pretax investmentand losses from changes in fair value of $83 million ($54 million after-tax) as a result of the recognition of other-than-temporary impairment losses on certain securities.equity securities are recorded in earnings.

During 2015, we realized pretax investment gains, net of losses, of $303 million($197 million after-tax) from sales and redemptions of securities. These net gains primarily resulted from sales of Japanese Government Bonds (JGBs) as part of a portfolio repositioning exercise. We realized pretax investment losses of $153 million ($100 million after-tax) as a result of the recognition of other-than-temporary impairment losses on certain securities. Investment losses were primarily related to the recognition of an other-than-temporary impairment loss on a single holding.

During 2014, we realized pretax investment gains, net of losses, of $215 million($140 million after-tax) from sales and redemptions of securities. These net gains primarily resulted from gains on sales of JGBs and our U.S. Treasury holdings, currency gains from transactions by our externally managed portfolio of U.S. dollar-denominated bank loans, and assorted

41



other bond sales and calls. We realized pretax investment losses of $31 million ($20 million after-tax) as a result of the recognition of other-than-temporary impairment losses on certain securities.

See Note 3 of the Notes to the Consolidated Financial Statements for more details on these investment activities.

Impact ofCertain Derivative and Hedging ActivitiesForeign Currency Gains (Losses)


OurThe Company's derivative instrumentsactivities include foreign currency swaps and credit default swaps held in consolidated VIEs; foreign currency forwards and options interest rate swaptions and futures on certain fixed-maturityfixed maturity securities; foreign currency forwards and options that economically hedge certain portions of forecasted cash flows denominated in yen and hedge the Company's long-term exposure to a weakening yen; and foreign currency swaps associated with certain senior notes and our subordinated debentures. During 2016, we realized pretax investmentdebentures; foreign currency swaps and credit defaults swaps held in consolidated variable interest entities (VIEs); interest rate swaps used to economically hedge interest rate fluctuations in certain variable-rate investments; and interest rate swaptions to hedge changes in the fair value associated with interest rate changes for certain dollar-denominated available-for-sale securities. Gains and losses net of gains, of $255 million, compared with pretax investment losses, net of gains, of $10 million in 2015 and pretax investment gains, net of losses, of $31 million in 2014are recognized as a result of valuing these derivatives, net of the effects of hedge accounting. For a descriptionThe Company also excludes the accounting impacts of other items that could beremeasurement associated with changes in the yen/dollar exchange rate from adjusted earnings. Amortized hedge costs/ income related to certain foreign currency exposure management strategies (see Amortized Hedge Cost/Income section below), and net interest cash flows from derivatives associated with certain investment strategies and notes payable are reclassified from realized investment gains (losses) and included in the Impact of Derivative and Hedging Activities, see the Hedging Activities subsection of MD&A and Note 4 of the accompanying Notes to the Consolidated Financial Statements.adjusted earnings.


Hedge Costs

Our Reconciliation of Net Earnings to Operating Earnings table above includes a line item related to the costs incurred in using foreign currency forward contracts toAmortized hedge a portion of the foreign currency exchange risk on the U.S. dollar-denominated assets in Aflac Japan's investment portfolio. These hedge costs are derived from the difference between the foreign currency spot rate at time of trade inception and the contractual foreign currency forward rate. For our non-U.S. GAAP reporting disclosures, we have historically reported the total hedge costs of these contracts in the period in which the foreign currency forward was executed. Beginning in 2016, we changed our non-U.S. GAAP reporting for these hedge costs by amortizing them evenly over the life of the foreign currency forward contracts. We believe amortizing the hedge costs over the life of these contracts provides a better measure of our non-U.S. GAAP results as compared to our historical methodology. In 2016, we began increasing the duration of the foreign currency forward contracts used to hedge our U.S. dollar-denominated assets in Aflac Japan's investment portfolio to cover periods extending beyond one year. Therefore, recognizing these costs over the extended hedging periods provides a better measure of our costs, and better reflects the economics of how hedge costs emerge over the life of the hedge. The table below summarizes the impact of our change in hedge cost reporting methodology:

Hedge Costs Related to Foreign Investments (Non-U.S. GAAP basis)
(In millions)
  Pretax basis
Period Historical Reporting Method Revised Reporting Method 
2016:     
Quarter ended September 30, $(188) $(54) 
Quarter ended June 30, (48) (37) 
Quarter ended March 31, (44) (32) 
2015:     
Year ended December 31, $(136) $(72) 
Quarter ended September 30, (28) (17) 
Quarter ended June 30, (18) (16) 
Quarter ended March 31, (14) (13) 
2014:     
Year ended December 31, $(37) $(35) 
Quarter ended September 30, (1) (10) 
Quarter ended June 30, (25) (8) 
Quarter ended March 31, (10) (7) 


42



Hedge costscosts/income can fluctuate based upon many factors, including the derivative notional amount, the length of time of the derivative contract, and changes in both U.S. and Japan interest rates. Hedgerates, and supply and demand for dollar funding. Amortized hedge costs and income have increasedfluctuated in recent periods due to changes in the previously mentioned factors. For additional information regarding foreign currency hedging, refer to Hedging Activities in the Investments section of this MD&A.


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


Other and Non-recurring Items


The U.S. insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. The system can result in periodic charges to the Company includesas a result of insolvencies/bankruptcies that occur with other companies in the accounting impactslife insurance industry. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets. These charges neither relate to the ordinary course of remeasurementthe Company’s business nor reflect the Company’s underlying business performance, but result from external situations not controlled by the Company. The Company excludes any charges associated with changes inU.S. guaranty fund assessments and the yen/dollar exchange rate as an other non-operating item. During 2016, we recognized a foreign currency gain of $109 million duecorresponding tax benefit or expense from adjusted earnings.

In Japan, the government also requires the insurance industry to contribute to a temporary sizable U.S. dollar cash balance and cash settlements of U.S. dollar-denominated investment transactions within the Japan segment. In December 2016, the Parent Company completed a tender offer in which it extinguished $176 million principal of its 6.90% senior notes due 2039 and $193 million principal of its 6.45% senior notes due 2040. The pretax non-operating loss due to the early redemption of these notes was $137 million. During 2015, the make-whole premium paid to the investors of our 8.50% fixed-rate senior notespolicyholder protection corporation that provides funds for the early redemptionpolicyholders of those notes was recorded as a $230 million pretax non-operating loss. We consider the costs associated with the early redemption of our debt to be unrelated to the underlying fundamentals and trends in our insurance operations. Additionally,insolvent insurers; however, these costs are driven by changescalculated and administered differently than in interest rates subsequentthe U.S. In Japan, these costs are not directly related to specific insolvencies or bankruptcies, but are rather a regular operational cost for an insurance company. Based on this structure, the Company does not remove the Japan policyholder protection expenses from adjusted earnings.

Nonrecurring items also include conversion costs related to legally converting the Company's Japan business to a subsidiary; these costs primarily consist of expenditures for legal, accounting, consulting, integration of systems and processes and other similar services. These Japan branch conversion costs were an immaterial amount for the year-ended December 31, 2019 and $75 million for the year-ended December 31, 2018.

Income Taxes

The Company's combined U.S. and Japanese effective income tax rate on pretax earnings was 25.7% in 2019 and 26.7% in 2018. The decrease in the U.S. federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018 drove the reduction in the effective tax rate for 2019 and 2018. Total income taxes were $1.1 billion in both 2019 and 2018. Japanese income taxes on Aflac Japan's results account for most of the Company's consolidated income tax expense.

39


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

For further information, see "Critical Accounting Estimates - Income Taxes" in this MD&A, and Note 10 of the Notes to the issuance of the debt, and we consider these interest rate changes to represent economic conditions not directly associated with our insurance operations.Consolidated Financial Statements for additional information.


Foreign Currency Translation

Aflac Japan’s premiums and approximately halfa significant portion of its investment income are received in yen. Claimsyen, and its claims and most expenses are paid in yen, and we purchaseyen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into dollars for financial reporting purposes. We translateThe Company translates Aflac Japan’s yen-denominated income statement into dollars using anthe average exchange rate for the reporting period, and we translatethe Company translates its yen-denominated balance sheet using the exchange rate at the end of the period.

Due to the size of Aflac Japan, where ourwhose functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on ourthe Company's reported results. In periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. As a result, we viewManagement evaluates the Company's financial performance both including and excluding the impact of foreign currency translation as a financial reporting issue for Aflac rather than an economic event to our Company or shareholders.

Income Taxes

Our combined U.S. and Japanese effective income tax ratemonitor, respectively, cumulative currency impacts on pretax earnings was 34.6% in 2016, 34.4% in 2015 and 34.3% in 2014.Total income taxes were $1.4 billion in 2016, compared with $1.3 billion in 2015 and $1.5 billion in 2014. Japanese income taxes on Aflac Japan's results account for most of our consolidated income tax expense. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.

2017 Outlook

Our objective in 2017 is to maintain our strong capital position while producing stable earnings and strong cash flows. We believe that our market-leading position, powerful brand recognition and diverse distribution in Japanbook value and the United States will provide support toward this objective. In 2017, we expect the low-interest rate environment to continue in Japan, and we will continue to monitor these and other economic conditions as we execute on our plans for sales, investments and capital management.currency-neutral operating performance over time.

We believe that our efforts will continue our prudent strategies for capital deployment, as well as our ongoing commitment to customer service, product innovation and distribution enhancement.


43



RESULTS OF OPERATIONS BY SEGMENT
INSURANCE OPERATIONS
Aflac's insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan, which operates as a branch of Aflac, is the principal contributor to consolidated earnings. U.S. GAAP financial reporting requires that a company report financial and descriptive information about operating segments in its annual and interim period financial statements. Furthermore, we arethe Company is required to report a measure of segment profit or loss, certain revenue and expense items, and segment assets.

We evaluate our sales efforts using new annualized premium sales, an industry operating measure. New annualized premium sales, which include both new sales Aflac's insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan is the principal contributor to consolidated earnings. Businesses that are not individually reportable, such as the Parent Company, asset management subsidiaries and business activities, including reinsurance retrocession activities are included in the Corporate and other segment. See the Item 1. Business section of this Form 10-K for a summary of each segment's products and distribution channels, and a discussion of the conversion of Aflac Japan from a branch to a subsidiary and the incremental increasecreation of asset management subsidiaries in premiums due2018. Consistent with U.S. GAAP guidance for segment reporting, pretax adjusted earnings is the Company's U.S. GAAP measure of segment performance. See Note 2 of the Notes to conversions, represent the premiums that we would collect over a 12-month period, assumingConsolidated Financial Statements for the policies remain in force. For Aflac Japan, new annualized premium sales are determined by applications submitted duringreconciliation of segment results to the reporting period. For AflacCompany's consolidated U.S., new annualized premium sales are determined by applications that are issued during the reporting period. Premium income, or earned premiums, is a financial performance measure that reflects collected or due premiums that have been earned ratably on policies in force during the reporting period. GAAP results and additional information.

AFLAC JAPAN SEGMENT

Aflac Japan Pretax OperatingAdjusted Earnings


Changes in Aflac Japan's pretax operatingadjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac Japan for the years ended December 31.


40


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Aflac Japan Summary of Operating Results
(In millions)2016 2015 20142019 2018 
Net premium income$13,537
 $12,046
 $13,861
$12,772
 $12,762
 
Net investment income:         
Yen-denominated investment income1,346
 1,227
 1,429
1,307
 1,283
 
Dollar-denominated investment income1,208
 1,209
 1,233
U.S. dollar-denominated investment income1,446
 1,356
 
Net investment income2,554
 2,436
 2,662
2,753
 2,639
 
Amortized hedge costs related to certain foreign currency
exposure management strategies
257
 236
 
Net investment income, less amortized hedge costs2,496
 2,403
 
Other income (loss)40
 31
 32
45
 41
 
Total operating revenues16,131
 14,513
 16,555
Total adjusted revenues15,313
 15,206
 
Benefits and claims, net9,828
 8,705
 10,084
8,877
 8,913
 
Operating expenses:     
Adjusted expenses:    
Amortization of deferred policy acquisition costs644
 578
 649
709
 710
 
Insurance commissions787
 719
 845
731
 735
 
Insurance and other expenses1,538
 1,336
 1,519
1,734
 1,640
 
Total operating expenses2,969
 2,633
 3,013
Total benefits and expenses12,797
 11,338
 13,097
Pretax operating earnings(1)
$3,334
 $3,175
 $3,458
Total adjusted expenses3,174
 3,085
 
Total benefits and adjusted expenses12,051
 11,998
 
Pretax adjusted earnings$3,261
 $3,208
 
Weighted-average yen/dollar exchange rate108.70
 120.99
 105.46
109.07
 110.39
 
  In Dollars In Yen
Percentage change over previous period:2016 2015 2014 2016 2015 2014
Net premium income12.4%
(13.1)% (7.5)%
.8 % (.4)% .1%
Net investment income4.9
 (8.5) .4
 (5.8) 4.8
 8.8
Total operating revenues11.2
 (12.3) (6.4) (.3) .5
 1.3
Pretax operating earnings(1)
5.0
 (8.2) (4.7) (5.7) 5.3
 3.1
  In Dollars In Yen
Percentage change over previous period:2019 2018 2019 2018 
Net premium income.1%
.1%
(1.1)% (1.5)% 
Net investment income, less amortized
  hedge costs
3.9
 7.5
 2.2
 5.5
 
Total adjusted revenues.7
 1.2
 (.6) (.5) 
Pretax adjusted earnings1.7
 5.0
 .2
 3.1
 
(1)See the Insurance Operations sectionIn yen terms, Aflac Japan's net premium income decreased in 2019, primarily due to limited-pay products reaching paid-up status. Net investment income, net of this MD&A for our definitionamortized hedge costs, increased in 2019 primarily due to increased investments in U.S. dollar-denominated floating rate assets and $25 million of segment operating earnings.income related to a partial call of a concentrated yen-denominated exposure.


Annualized premiums in force at December 31, 2016,2019, were 1.61¥1.49 trillion, yen, compared with 1.62¥1.53 trillion yen in 2015 and 1.59 trillion yen in 2014.2018. The decrease in annualized premiums in force in yen of .7%2.5% in 2016 reflects the net effect of sales of new policies combined with2019and 1.6% in 2018 was driven primarily by limited-pay policies becoming paid-up and the persistency of Aflac Japan’s business.

44



The increases in annualized premiums in force in yen of 1.5% in 2015 and 1.7% in 2014 reflect the sales of new policies combined with the high persistency of Aflac Japan's business.products reaching paid up status. Annualized premiums in force, translated into dollars at respective year-end exchange rates, were $13.8 billion in 2016, $13.4$13.6 billion in 2015,2019 and $13.2$13.8 billion in 2014.2018.


Aflac Japan's investment portfolios include U.S. dollar-denominated securities and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). U.S. dollar-denominated investment income from these assets accounted for approximately 47% of Aflac Japan's investment income in 2016, compared with 50% in 2015 and 46% in 2014. In years when the yen strengthens in relation to the dollar, translating Aflac Japan's U.S. dollar-denominated investment income into yen lowers growth rates for net investment income, total operatingadjusted revenues, and pretax operatingadjusted earnings in yen terms. In years when the yen weakens, translating U.S. dollar-denominated investment income into yen magnifies growth rates for net investment income, total operatingadjusted revenues, and pretax operatingadjusted earnings in yen terms. Excluding foreign currency changes from the respective prior year (a non-U.S. GAAP measure), U.S. dollar-denominated investment income accounted for approximately 50% of Aflac Japan's investment income during 2016, compared with 46% in 2015 and 44% in 2014.

The following table illustrates the effect of translating Aflac Japan's U.S. dollar-denominated investment income and related items into yen by comparing certain segment results with those that would have been reported had yen/dollardollar/yen exchange rates remained unchanged from the prior year. In order to compareAmounts excluding foreign currency impact on U.S. dollar-denominated investment income, a non-U.S. GAAP financial measure, were determined using the current year toaverage dollar/yen exchange rate for the comparable prior year without the impactperiod. See non-U.S. GAAP financial measures defined above.

41


Item 7. Management's Discussion and Analysis of foreign currency, the current year's income statement is translated at the prior year's average exchange rate.Financial Condition and Results of Operations

Aflac Japan Percentage Changes Over Prior Year
(Yen Operating Results)
For the Years Ended December 31,
  Including Foreign
Currency Changes
 
Excluding Foreign
Currency Changes
(2)
  2016 2015 2014 2016 2015 2014
Net investment income(5.8)% 4.8% 8.8% (.8)% (1.9)% 4.8%
Total operating revenues(.3) .5
 1.3
 .6
 (.6) .7
Pretax operating earnings(1)
(5.7) 5.3
 3.1
 (2.0) .4
 .3
  Including Foreign
Currency Changes
 Excluding Foreign
Currency Changes
  2019 2018  2019 2018 
Net investment income, less
amortized hedge costs
2.2 % 5.5 %  2.9 % 6.4 % 
Total adjusted revenues(.6) (.5)  (.5) (.3) 
Pretax adjusted earnings.2
 3.1
  .7
 3.7
 
(1)See the Insurance Operations section of this MD&A for our definition of segment operating earnings.
(2)Amounts excluding foreign currency impact on U.S. dollar-denominated items (a non-U.S. GAAP measure) were determined using the same yen/dollar exchange rate for the current year as each respective prior year.
The following table presents a summary of operating ratios in yen terms for Aflac Japan for the years ended December 31.
Ratios to total revenues:2016 2015 2014 
Ratios to total adjusted revenues:2019 2018 
Benefits and claims, net60.9% 60.0% 60.9% 58.0% 58.6% 
Operating expenses:      
Adjusted expenses:    
Amortization of deferred policy acquisition costs4.0
 4.0
 3.9
 4.6
 4.7
 
Insurance commissions4.9
 5.0
 5.1
 4.8
 4.8
 
Insurance and other expenses9.5
 9.1
 9.2
 11.3
 10.8
 
Total operating expenses18.4
 18.1
 18.2
 
Pretax operating earnings(1)
20.7
 21.9
 20.9
 
Total adjusted expenses20.7
 20.3
 
Pretax adjusted earnings21.3
 21.1
 
Ratios to total premiums:    
Benefits and claims, net69.5% 69.9% 
Adjusted expenses:    
Amortization of deferred policy acquisition costs5.5
 5.6
 
(1)See
In 2019, the Insurance Operationsbenefit ratio decreased, compared to the prior year, primarily due to the continued change in mix of first and third sector business as first sector products become paid-up. In 2019, the adjusted expense ratio increased mainly due to lower premium income from paid-up first sector products and higher expenses for advanced technology implementation. In total for 2019, the pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) increased reflecting continued strength in benefit ratios and favorable net investment income. For 2020, the Company anticipates the Aflac Japan pretax adjusted profit margin (calculated by dividing adjusted earnings by adjusted revenues) to remain stable. For further information, see the 2020 Outlook section of this MD&A for our definition of segment operating earnings.&A.

In 2016, the benefit ratio increased primarily due to the effects of foreign currency translation and reserve strengthening on a block of care policies, and the operating expense ratio increased primarily due to activities related to sales promotions, IT infrastructure enhancement and personnel. In total, the pretax operating profit margin decreased in 2016, compared with 2015, reflecting the effect of the stronger yen and the increase in the benefit and expense ratios. For 2017, we anticipate the pretax operating profit margin to remain stable.


45




Aflac Japan Sales


The following table presents Aflac Japan's new annualized premium sales for the years ended December 31.
In Dollars In YenIn DollarsIn Yen
(In millions of dollars and billions of yen)2016 2015 2014 2016 2015 20142019 2018 2019 2018 
New annualized premium sales$1,045
 $997
 $1,080
 113.7
 120.9
 114.5
$731
 $869
 ¥79.7
 ¥95.9
 
Increase (decrease) over prior period4.8% (7.7)% (29.8)% (5.9)% 5.5% (23.3)%(15.9)% 2.7% (16.9)% 1.1% 


The following table details the contributions to Aflac Japan's new annualized premium sales by major insurance product for the years ended December 31.

42


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2016 2015 2014 2019 2018 
Cancer46.6

40.4

30.3

59.2%
65.8%
Medical26.0
 26.4
 31.8
 31.0
 25.0
 
Income support1.2
 1.8
 
Ordinary life:          
WAYS11.9
 16.7
 14.0
 .5
 .5
 
Other ordinary life6.2
 6.2
 8.3
 
Child endowment6.4
 8.2
 10.2
 .2
 .3
 
Other ordinary life (1)
7.4
 6.1
 
Other2.9
 2.1
 5.4
 .5
 .5
 
Total100.0% 100.0% 100.0%
100.0% 100.0% 

(1) Includes term and whole life

The foundation of Aflac Japan's product portfolio has been, and continues to be, our third sector cancer and medical insurance products. Sales of third sector products, on a yen basis increased 4.1% in 2016, compared with 2015. We havewhich include cancer, medical and income support insurance products. Aflac Japan has been focusing more on promotion of our cancer and medical insurance products in this low-interest-rate environment. These products are less interest-rate sensitive and more profitable compared to first sector savings products.

Cancer insurance sales on a yen basis were up 8.5% in 2016, compared with 2015. Aflac Japan enhanced its medical insurance product with new riders in June 2015. This revision provides better protection against critical diseases such as cancer, heart attack and stroke. Our 2016 sales results also benefited from the launch of a new Income Support Insurance product in mid-July. This product provides fixed-benefit amounts in the event that a policyholder is unable to work due to significant illness or injury and was developed to supplement the disability coverage within Japan’s social security system. This product targets young to middle-aged consumers, and by focusing our efforts on this demographic, we believe we are building relationships that lay the groundwork for the sale of our cancer and medical insurance later in life to the Income Support policyholders. With continued cost pressure on Japan’s health care system, we expectthe Company expects the need for third sector products will continue to rise in the future and we remain convinced that the medical and cancer insurance products Aflac Japan provides will continue to be an important part of ourits product portfolio.


As a resultSales of the interest rate policy in Japan, we took significant actions to limit sales of certain of Aflac Japan’sprotection-type first sector products, including WAYS and child endowment. Those actions gained traction in mid-2016 as firstthird sector product sales were down 26.1%products on a yen basis for the year,decreased 16.8% in 2019, compared with 2015. We expect that2018. Earned premium growth for 2017, this deliberate trend will continue,third and our focus will remain on less interest-sensitivefirst sector protection products was 1.3%, which was consistent with the Company's expectation. The decline in sales primarily reflected reduced sales of cancer insurance through the Japan Post channel following the 2018 launch of Aflac Japan's revised cancer insurance product. In addition, the approach to refreshing the medical insurance product in 2019 took a rider versus whole policy approach. This was designed for improved economics but naturally resulted in lower reported sales. Additional factors include a change in corporate tax law, which slowed the pace of certain third sector products.medical products and some cancer products in both our associate channel and the bank channel, as well as increased competition from large life insurers who are increasing their focus on the third sector.


Sales of Aflac Japan cancer products in the Japan Post Group channel experienced a material decline beginning in August 2019 which has continued into 2020. For 2019, sales in the Japan Post Group channel declined by approximately 50.0% compared with 2018. The Company expects very little sales production in the Japan Post channel during the first half of 2020 and is uncertain with regard to production during the second half of the year. See the 2020 Outlook section of this MD&A for information on Aflac Japan earned premium expectations.

Independent corporate agencies and individual agencies contributed 46.7%45.7% of total new annualized premium sales for Aflac Japan in 2016,2019, compared with 47.0%40.1% in 2015 and 46.1% in 2014.2018. Affiliated corporate agencies, which include Japan Post, contributed 44.4%50.0% of total new annualized premium sales in 2016,2019, compared with 38.1%55.3% in 20152018. Japan Post offers Aflac's cancer insurance products in more than 20,000 postal outlets. Notwithstanding the recent reduction in sales of Aflac Japan's cancer products in the Japan Post channel, the Company believes this alliance with Japan Post has and 32.4% in 2014.will benefit its cancer insurance sales over the long term. In 2016, we2019, Aflac Japan recruited approximately 20077 new sales agencies. At December 31, 2016,2019, Aflac Japan was represented by approximately 12,100more than 9,000 sales agencies, with more than 108,700109,000 licensed sales associates employed by those agencies.

At December 31, 2016, we2019, Aflac Japan had agreements to sell ourits products at 372367 banks, approximately 90% of the total number of banks in Japan. Bank channel sales contributed 8.9%accounted for 4.3% of Aflac Japan new annualized premium sales in 2016,2019 for Aflac Japan, compared with 14.9%4.6% in 2015 and 21.5% in 2014.2018.



46



Japan Post has expanded the number of post offices that offer Aflac's cancer insurance products from 10,000 in the fourth quarter of 2014 to more than 20,000 postal outlets as of July 2015. We believe this allianceStrategic Alliance with Japan Post Holdings

On December 19, 2018, the Parent Company and Aflac Japan entered into a Basic Agreement with Japan Post Holdings a Japanese corporation. Pursuant to the terms of the Basic Agreement, Japan Post Holdings agreed to form a capital relationship with the Parent Company, and Japan Post Holdings and Aflac Japan agreed to reconfirm existing initiatives regarding cancer insurance and to consider new joint initiatives, including leveraging digital technology in various processes, cooperation in new product development to promote customer-centric business management, cooperation in domestic and/or overseas business expansion and joint investment in third party entities and cooperation regarding asset management.


43


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

On February 28, 2019, the Parent Company entered a Shareholders Agreement with Japan Post Holdings, J&A Alliance Holdings Corporation, a Delaware corporation, solely in its capacity as trustee of J&A Alliance Trust, a New York voting trust (Trust), and General Incorporated Association J&A Alliance, a Japanese general incorporated association. Pursuant to the terms of the Shareholders Agreement, the Trust will use commercially reasonable efforts to acquire, through open market or private block purchases in the U.S., beneficial ownership of approximately 7% of the outstanding shares of the Parent Company’s common stock within a period of 12 months following the date the Trust begins acquiring such stock. On May 7, 2019, a press release issued by Japan Post Holdings announced that purchases of shares of the Parent Company’s common stock commenced on April 29, 2019 through the Trust and that it planned to complete such purchases within Japan Post’s fiscal year 2019 (which ends March 31, 2020).

The Trust has agreed not to own more than 10% of the Parent Company’s outstanding shares for a period expiring on the earlier of four years after the Trust acquires 7% of such shares, five years after it acquires 5% of such shares, or ten years after the Trust begins acquiring the Parent Company’s stock. After expiration of such period, the Trust has agreed not to own more than the greater of 10% of the Parent Company’s outstanding shares or such shares representing 22.5% of the voting rights in the Parent Company.

In light of the fact that the shares acquired by the Trust, like all Aflac Incorporated common shares, will be eligible for 10-for-1 voting rights after being held for 48 consecutive months, the Shareholders Agreement further provides for voting restrictions that effectively limit the trustee’s voting rights to no more than 20% of the voting rights in the Parent Company and further restrict the trustee’s voting rights with respect to certain change in control transactions. Japan Post Holdings will not have a Board seat on the Parent Company’s Board of Directors and will further benefit our cancer insurance sales.not have rights to control, manage or intervene in the management of the Parent Company.


Japanese Regulatory Environment

In June 2013,As of December 31, 2019, all regulatory approvals expressly set forth in the Shareholders Agreement have been obtained. The Shareholders Agreement requires the parties to use reasonable best efforts to cooperate in connection with any ongoing regulatory matters related to or arising from the Trust’s acquisition or ownership or control of the shares of Company Common Stock, including any applications or filings in connection with a revisiondirect or indirect acquisition of control of or merger with an insurer by the Company or its affiliates. The foregoing is subject to and qualified in its entirety by reference to the Financial Instrumentsfull text of the Shareholders Agreement, a copy of which is attached as Exhibit 10.50 to the Company’s Quarterly Report on Form 10-Q filed April 26, 2019, and Exchange Act established a post-funded Orderly Resolution Regime for financial institutions to prevent a financial crisis in the eventterms of a financial institution’s failure. This regime came into effect in March 2014 and has not had, and is not expected to have, a material impact on the Company's operations in Japan.which exhibit are incorporated herein by reference.


Aflac Japan Investments


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


As part of the Company's portfolio management and asset allocation process, Aflac Japan invests in yen and U.S. dollar-denominated investments. Yen-denominated investments primarily consist of JGBs and public and private fixed maturity securities. Aflac Japan's U.S. dollar-denominated investments include fixed maturity investments and growth assets, including public equity securities and alternative investments in limited partnerships or similar investment vehicles. Aflac Japan has been investing in both publicly-traded and privately originated U.S. dollar-denominated investment gradeinvestment-grade and below investment grade fixed-maturitybelow-investment-grade fixed maturity securities and loans,loan receivables, and has entered into foreign currency forwards and options to hedge the currency risk on the fair value of a portion of the U.S. dollar investments. In 2015,

The following table details the investment purchases for Aflac Japan increased its allocation to U.S. dollar-denominated investments, including senior secured bank loans and high yield corporate bonds, and initiated a commercial mortgage loan investment program. In 2016, Aflac Japan began investing in senior secured commercial mortgage loans and middle market loans, and later during the fourth quarter initiated an infrastructure debt program. In 2016, Aflac Japan invested an additional $535 million in bank loans, $750 million in commercial mortgage loans, $76 million in middle market loans, and $13 million in infrastructure debt. As of December 31, 2016, Aflac Japan had $19 million and $476 million in outstanding commitments to fund commercial mortgage loans and middle market loans, respectively. These commitments are contingent upon final underwriting and due diligence to be performed on the commercial mortgage loans and the availability of middle market loans that meet underwriting criteria. In addition, starting in the first quarter of 2016, Aflac Japan initiated an allocation to a dividend-focused U.S. public equity securities program. In 2016, Aflac Japan invested $637 million in U.S. public equities, which are classified as available for sale and carried on the balance sheet at fair value. Beginning in the third quarter of 2016, the Company began hedging the currency risk on the carrying value of U.S. dollar-denominated bank loans, commercial mortgage loans, and equity securities through the use of foreign currency forwards.

Our yen-denominated private placement portfolio has declined over the last several years as a result of call and maturity activity and no reinvestment activity. However, beginning in 2016 we began to selectively purchase yen-denominated private placements, which resulted in $268 million of purchases for the full year.years ended December 31.


Starting in 2015, Aflac Japan added investments in dividend-focused yen-denominated publicly traded equity securities, including investments in exchange traded funds (ETFs) holding Japan real estate investment trusts. In 2016, Aflac Japan invested $258 million in yen-denominated publicly traded equity securities, which are classified as available for sale
44


Item 7. Management's Discussion and carried on the balance sheet at fair value.

See the Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Yen-denominated:     
  Fixed maturity securities:     
     Japan government and agencies $583
 $3,895
 
     Private placements 1,122
 1,185
 
     Other fixed maturity securities 542
 796
 
  Equity securities 212
 221
 
        Total yen-denominated $2,459
 $6,097
 
      
U.S. dollar-denominated:     
  Fixed maturity securities:     
     Other fixed maturity securities $2,767
 $1,299
 
     Infrastructure debt 66
 0
 
     Bank loans 0
 346
 
  Equity securities 58
 120
 
  Commercial mortgage and other loans:     
     Transitional real estate loans 1,846
 3,168
 
     Commercial mortgage loans 565
 13
 
     Middle market loans 1,442
 839
 
  Other investments 145
 314
 
        Total dollar-denominated $6,889
 $6,099
 
            Total Aflac Japan purchases $9,348
 $12,196
 

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


Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, securities lending, and other securities transactions. Securities lending is also used from time to time to accelerate the availability of funds for investment. Purchases of securities from period to period are determined based on multiple objectives including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to ourthe Company's investment policy guidelines. Aflac Japan purchased debt security investments at an aggregate acquisition cost of approximately 1.0 trillion yen in 2016 (approximately $9.1 billion), 663.6 billion yen in 2015 (approximately $5.5 billion) and 1.0 trillion yen in 2014 (approximately $10.0 billion).


The following table presents the results of Aflac Japan's investment yields for the years ended and as of December 31.

47



 
2016(1)
 
2015(1)
 
2014(1)
New money yield (2)
1.40% 2.89% 2.07%
Return on average invested assets, net of investment expenses (3)
2.68
 2.80
 2.80
Portfolio book yield, including dollar-denominated investments, end of period (2)
2.62% 2.80% 2.83%
 2019 2018 
Total purchases for the period (in millions) (1)
$9,203
 $11,882
 
New money yield (1),(2)
3.83% 3.06% 
Return on average invested assets (3)
2.33
 2.33
 
Portfolio book yield, including U.S. dollar-denominated investments, end of period (1)
2.64% 2.61% 
(1)Yields are reported before the cost of foreign currency forwards that hedge foreign exchange risk of U.S. dollar-denominated publicly
traded corporate bonds.
(2) Includes fixed maturitiesmaturity securities, commercial mortgage and perpetualother loans, equity securities, loan receivables, and equitiesexcludes alternative investments in limited partnerships
(2)Reported on a gross yield basis; excludes investment expenses, external management fees, and amortized hedge costs
(3)NumberNet of investment expenses and amortized hedge costs, year-to-date number reflected on a quarterly average basis

On January 1, 2016, the company revised its definition of purchases to include the reinvestment of proceeds related to unplanned sale activity. New purchases include all purchases related to fixed maturities and perpetuals, loan receivables, and equities. Securities lending/repurchase agreement activity and capital contributions to alternatives are excluded. The definition of new money yield has also been revised to reflect this change. Yields for equities are based on the assumed dividend yield at the time of purchase. Historical amounts have been revised to reflect the new definitions.


The decreaseincrease in the Aflac Japan new money yield in 20162019 was primarily due to the increased allocationdecreased allocations to Japan Government Bonds (JGBs) and other high qualitylower yielding yen-denominated investments, as well as lower U.S. and Japan interest rates during much of the investment period.asset classes.

The following table presents the composition of total investments by sector, at cost or amortized cost, and cash for Aflac Japan ($91.9 billion in 2016 and $85.1 billion in 2015) as of December 31.

Composition of Portfolio by Sector
 2016
 2015
 
Debt and perpetual securities, at amortized cost:    
Banks/financial institutions(1)
9.6% 11.5% 
Government and agencies47.4
 43.8
 
Municipalities.9
 .8
 
Public utilities8.3
 8.9
 
Sovereign and supranational3.9
 4.1
 
Mortgage- and asset-backed securities1.3
 .5
 
Other corporate(2)
24.8
 28.6
 
Total debt and perpetual securities96.2
 98.2
 
Equity securities1.2
 .5
 
Other investments1.1
 .2
 
Cash and cash equivalents1.5
 1.1
 
Total investments and cash100.0% 100.0% 
(1)Includes 1.4% and 1.9% of perpetual securities at December 31, 2016 and 2015, respectively
(2)Includes .2% of perpetual securities at December 31, 2016 and 2015, respectively

Our highest sector concentration is in government and agencies. See Note 3 of the Notes to the Consolidated Financial Statements and the Market Risks of Financial Instruments - Credit Risk subsection of MD&A for more information regarding the sector concentrations of our investments.

Yen-denominated debt and perpetual securities accounted for 76.1% of Aflac Japan's total debt and perpetual securities at December 31, 2016, compared with 72.8% at December 31, 2015, at amortized cost.

The overall credit quality of Aflac Japan's investments remained high. At the end of 2016, 94.8% of Aflac Japan's debt and perpetual securities were rated investment grade, on an amortized cost basis.


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




4845




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

AFLAC U.S. SEGMENT

Aflac U.S. Pretax OperatingAdjusted Earnings

Changes in Aflac U.S. pretax operatingadjusted earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac U.S. for the years ended December 31.
Aflac U.S. Summary of Operating Results
(In millions)2016 2015 20142019 2018 
Net premium income$5,454
 $5,347
 $5,211
$5,808
 $5,708
 
Net investment income703
 678
 645
720
 727
 
Other income10
 8
 3
22
 8
 
Total operating revenues6,167
 6,033
 5,859
Total adjusted revenues6,550
 6,443
 
Benefits and claims2,869
 2,873
 2,853
2,871
 2,887
 
Operating expenses:     
Adjusted expenses:    
Amortization of deferred policy acquisition costs497
 488
 459
573
 534
 
Insurance commissions580
 585
 590
590
 585
 
Insurance and other expenses1,013
 986
 884
1,244
 1,152
 
Total operating expenses2,090
 2,059
 1,933
Total benefits and expenses4,959
 4,932
 4,786
Pretax operating earnings(1)
$1,208
 $1,101
 $1,073
Total adjusted expenses2,407
 2,271
 
Total benefits and adjusted expenses5,279
 5,158
 
Pretax adjusted earnings$1,272
 $1,285
 
Percentage change over previous period:         
Net premium income2.0% 2.6% 1.1%1.8 % 2.6% 
Net investment income3.8
 5.0
 2.1
(1.0) .8
 
Total operating revenues2.2
 3.0
 1.2
Pretax operating earnings(1)
9.7
 2.7
 3.3
Total adjusted revenues1.7
 2.4
 
Pretax adjusted earnings(1.0) 3.2
 
(1)See the Insurance Operations section of this MD&A for our definition of segment operating earnings.

Annualized premiums in force increased2.4% 1.1% in 2016, 1.6%2019and 3.0% in 2015 and 1.8% in 2014.2018. Annualized premiums in force at December 31 were $5.9$6.3 billion in 2016,2019, compared with $5.8$6.2 billion in 2015 and $5.7 billion in 2014.2018.


The following table presents a summary of operating ratios for Aflac U.S. for the years ended December 31.
Ratios to total revenues:2016 2015 2014 
Ratios to total adjusted revenues:2019 2018 
Benefits and claims46.5% 47.6%
48.7%
43.8% 44.8%
Operating expenses:      
Adjusted expenses:    
Amortization of deferred policy acquisition costs8.1
 8.1
 7.8
 8.7
 8.3
 
Insurance commissions9.4
 9.7
 10.1
 9.0
 9.1
 
Insurance and other expenses16.4
 16.3
 15.1
 19.0
 17.9
 
Total operating expenses33.9
 34.1
 33.0
 
Pretax operating earnings(1)
19.6
 18.3
 18.3
 
Total adjusted expenses36.7
 35.2
 
Pretax adjusted earnings19.4
 19.9
 
Ratios to total premiums:    
Benefits and claims49.4
 50.6
 
Adjusted expenses:    
Amortization of deferred policy acquisition costs9.9
 9.4
 
(1)See the Insurance Operations section of this MD&A for our definition of segment operating earnings.


The benefit ratio decreased in 2016,2019, compared with 2015,2018, primarily due to somewhat elevated lapses and a change in business mix of business changes and continued favorable claims experience.from higher loss ratio, reserve building products to lower loss ratio, guaranteed issue products. The operatingadjusted expense ratio remained relatively stableincreased in 2016,2019, compared with 2015. In total,2018, primarily due to deferred policy acquisition costs (DAC) capitalization related to lower than anticipated sales as well as anticipated spending increases reflecting ongoing investments in the U.S. platform, distribution, and customer experience. Both the lower benefit and higher DAC amortization ratios were also impacted by increases in lapses as a result of large case volatility and replacement of an administrative partner. These items impacted persistency in the short-term but are expected to drive profitable earned premium growth in future periods. The pretax operating adjusted

46


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

profit margin improveddeclined in 2016,2019 when compared with 2015,2018, due to higher expense ratios, offset somewhat by lower benefit ratios. In 2017, we expectFor expectations for 2020, see the benefit and expense ratios to remain relatively stable.2020 Outlook section of this MD&A.


49




Aflac U.S. Sales

The following table presents Aflac's U.S. new annualized premium sales for the years ended December 31.
(In millions)2016 2015 2014 2019 2018 
New annualized premium sales$1,482
 $1,487
 $1,433
 $1,580
 $1,601
 
Increase (decrease) over prior period(.3)% 3.7% .7% (1.3)% 3.2% 
    
The following table details the contributions to Aflac's U.S. new annualized premium sales by major insurance product category for the years ended December 31.
2016 2015 2014 2019 2018 
Income-loss protection:      
Accident28.5% 29.2% 
Short-term disability23.5% 23.2% 22.4% 22.5
 22.7
 
Life5.1
 5.2
 5.8
 
Asset-loss protection:      
Accident29.5
 29.9
 28.1
 
Critical care (1)
22.1
 21.9
 21.4
 21.9
 22.1
 
Supplemental medical:      
Hospital indemnity14.8
 14.6
 16.4
 16.6
 15.8
 
Dental/vision5.0
 5.2
 5.9
 4.4
 4.7
 
Life6.1
 5.5
 
Total100.0% 100.0% 100.0% 100.0% 100.0% 
 
(1) Includes cancer, critical illness and hospital intensive care products


New annualized premium sales for accident insurance, ourthe Aflac U.S. leading product category, decreased 1.5%3.8%, short-term disability sales increased .9%decreased 2.4%, critical care insurance sales (including cancer insurance) increased .4%decreased 2.4%, and hospital indemnity insurance sales increased .7%3.7% in 2016,2019, compared with 2015.
The addition of group products has expanded our reach and enabled us to generate more2018. While overall sales opportunities with larger employers, brokers, and our traditional sales agents. We anticipate that the appeal of our group products will continue to enhance our opportunities to connect with larger businesses and their employees. Our portfolio of group and individual products offers businesses the opportunity to give their employees a more valuable and comprehensive selection of benefit options.decreased in 2019, net earned premium increased 1.8%.
In 2016, our traditional2019, the Aflac U.S. sales forces included more than 9,000an average of approximately 8,200 U.S. associatesagents, including brokers, who were actively producing business on a weekly basis. We believeThe Company believes that thethis average weekly producer equivalent metric allows our sales management to monitor progress and needs.

In 2016, sales through employers with less than 100 workers were relatively flat. In 2017, we will continue to focus our career sales agents on selling to this segment.
Beyond expandingNovember 2019, the sizeCompany acquired Argus Holdings, LLC and capabilities of our traditional sales force, we remain encouraged about establishingits subsidiary Argus Dental & Vision, Inc. (Argus), a benefits management organization and developing relationships with insurance brokers that typically handle the larger-case market. Broker sales to groups with 1,000 or more employees experienced double-digit percentage growth in 2016.

We believe that changes we have made to our careernational network dental and broker management infrastructure since 2014 have providedvision company, which provides a platform for expanded long-term growth opportunities. During 2014, Aflac U.S. implemented tactical initiatives centered around providing competitive compensation to our career agent sales hierarchyDental and positioning us to more effectivelyVision. This transaction represents a commitment of $75 million in capital at closing and consistently execute on the U.S. sales strategy across all states. These measures were designed to more effectively link sales management's success to Aflac's success. For example, we enhanced compensation through an incentive bonus for the first level of our sales management, district sales coordinators, who are primarily responsible for selling Aflac products and training new sales associates. Additionally, we eliminated the commission-based position of state sales coordinator. To better manage our state operations, we introduced the new position of market director, effective October 1, 2014. Market directors are salaried with the opportunity to earn sales-related bonuses. We believe these changes have enhanced and will continue to enhance performance management and better align compensation with new business results.


50



One Day PaySM is a claims initiative that we have focused on at Aflac U.S. to process, approve and pay eligible claimsadditional $21 million in just one day. We believe that this claims practice enhances our brand reputation and the trust our policyholders have in Aflac, and it helps Aflac stand out from competitors.

Our products provide cash benefits that can be used to help with increasing out-of-pocket medical expenses, help cover household costs, or protect against income and asset loss. Our group products and relationships with insurance brokers that handle the larger-case market are helping us as we expand our reach selling to larger businesses. We are regularly evaluating the marketplace to identify opportunities to bring the most relevant, cost-effective products to our customers. We believe the need for our products remains very strong, and we continue to work on enhancing our distribution capabilities to access employers of all sizes, including initiatives that benefit our field force and the broker community. At the same time, we are seeking opportunities to leverage our brand strength and attractive product portfolio in the evolving health care environment.

U.S. Regulatory Environment

The Affordable Care Act (ACA), federal health care reform legislation, is intended to give Americans of all ages and income levels access to comprehensive major medical health insurance and gave the U.S. federal government direct regulatory authorityconsideration paid over the business of health insurance. The reform included major changes to the U.S. health care insurance marketplace. Among other changes, the reform legislation included an individual medical insurance coverage mandate, provided for penalties on certain employers for failing to provide adequate coverage, created health insurance exchanges, and addressed coverage and exclusions as well as medical loss ratios. It also imposed an excise tax on certain high cost plans, known as the “Cadillac tax,” that is currently scheduled to begin in 2020. The legislation also included changes in government reimbursements and tax credits for individuals and employers and alters federal and state regulation of health insurers. At this time it is unclear whether implementation of the ACA will continue. While the ACA was enacted in 2010, the major elements of the law became effective on January 1, 2014. We believe that the ACA, as enacted, does not require material changes in the design of our insurance products. However, indirect consequences of the legislation and regulations could present challenges and/or opportunities that could potentially have an impact on our sales model, financial condition and results of operations.

Title VII of the Dodd-Frank Act and regulations issued thereunder, in particular rules to require central clearing and collateral for certain types of derivatives, may have an impact on Aflac's derivative activity, including activity on behalf of Aflac Japan. In 2015 and 2016, six U.S. financial regulators, including the U.S. Commodity Futures Trading Commission (CFTC), issued final rules that impose greater obligations on swap dealers regarding uncleared swaps with certain counterparties, such as Aflac. Such rules, as well as similar regulations in Europe, become effective on March 1, 2017 and may result in more stringent collateral requirements or affect other aspects of Aflac's derivatives activity.

The Dodd-Frank Act also established a Federal Insurance Office (FIO) under the U.S. Treasury Department to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance. Traditionally, U.S. insurance companies have been regulated primarily by state insurance departments. In December 2013, the FIO released a report entitled "How To Modernize And Improve The System Of Insurance Regulation In The United States." The report was required by the Dodd-Frank Act, and included 18 recommended areas of near-term reform for the states, including addressing capital adequacy and safety/soundness issues, reform of insurer resolution practices, and reform of marketplace regulation. The report also listed nine recommended areas for direct federal involvement in insurance regulation. Some of the recommendations outlined in the FIO report released in December 2013 have been implemented. The National Association of Registered Agents and Brokers Reform Act, signed into law in January 2015, simplifies the agent and broker licensing process across state lines. The FIO has also engaged with the supervisory colleges to monitor financial stability and identify regulatory gaps for large national and internationally active insurers. The new presidential administration in the United States and Congress have stated proposals to reform or repeal certain provisions of the Dodd-Frank Act. We cannot predict with any degree of certainty what impact, if any, such proposals will have on our U.S. business, financial condition, or results of operations.

Under state insurance guaranty association laws and similar laws in international jurisdictions, we are subject to assessments,three years based on the shareachievement by Argus of business we write incertain performance targets. Tampa, Florida will serve as the relevant jurisdiction,home for certain obligations of insolvent insurance companies to policyholdersAflac Dental and claimants. In the United States, some states permit member insurers to recover assessments paid through full or partial premium tax offsets. The Company's policy is to accrue assessments when the entity for which the insolvency relates has met its state of domicile's statutory definition of insolvency, the amount of the loss is reasonably estimable and the related premium upon which the assessment is based is written. In most states, the definition is met with a declaration of financial insolvency by a court of competent jurisdiction.


51



Penn Treaty Network Company and its subsidiary American Network Insurance Company (collectively referred to as Penn Treaty)Vision. This acquisition is a financially distressed long-term care insurance company, with no affiliationstrategic entry point into the network dental and vision market and is expected to us. Penn Treaty was placed in rehabilitation on January 6, 2009,provide opportunities for sales growth, improved account penetration and remained in rehabilitation as of December 31, 2016. Under state laws, health insurers will be assessed a share of the guarantee funds needed to protect Penn Treaty’s policyholders. This charge will be funded over several years and the cash will be largely recovered through premium tax credits over time. Current accounting practice only allows this charge to be recognized when a final court order of liquidation is declared, a condition that had not been met as of December 31, 2016. We expect to accrue acharge of between $10 million and $20 million, in future periods, for our portion of the assessment.

distribution productivity.
Aflac U.S. Investments

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


Historically, Aflac U.S. has invested primarily in investment grade corporate bonds. In 2015, asAs part of the Company's portfolio management and asset allocation process, Aflac U.S. purchased high yield corporate bondsinvests in fixed maturity investments and senior secured middle market loan receivables and initiated a senior secured commercial mortgage loan investment program. In addition, in the fourth quarter of 2016, Aflac U.S. initiated an infrastructure debt program. In 2016, Aflac U.S. invested $18 million in high yield corporate bonds; $207 million in middle market loan receivables, of which $41 million was unfunded; $111 million in commercial mortgage loans; and $2 million in infrastructure debt. As of December 31, 2016, the Company had $303 million in outstanding commitments to fund potential future loan originations related to the middle market loan investment program. This commitment is contingent upon the availability of middle market loans that meet underwriting criteria. See Notes 1 and 3 of the Notes to the Consolidated Financial Statements for more information regarding loans and loans receivables.

Starting in the first quarter of 2016, the Company initiated an allocation to dividend-focused U.S. public equity securities. The U.S.growth assets, including public equity securities portfolio had a cost basis of $155 millionand alternative investments in limited partnerships. Aflac U.S. has been investing in both publicly traded and privately originated investment-grade and below-investment-grade fixed maturity securities and loan receivables.

The following table details the investment purchases for Aflac U.S. as of December 31, 2016.31.


47


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(In millions) 2019 2018 
Fixed maturity securities:     
     Other fixed maturity securities $1,032
 $1,068
 
     Infrastructure debt 119
 97
 
Equity securities 58
 76
 
Commercial mortgage and other loans:     
     Transitional real estate loans 423
 610
 
     Commercial mortgage loans 104
 163
 
     Middle market loans 99
 141
 
Other investments 16
 44
 
        Total Aflac U.S. Purchases $1,851
 $2,199
 

Funds available for investment include cash flows from operations, investment income, and funds generated from maturities, redemptions, and other securities transactions. Purchases of securities from period to period are determined based on multiple objectives, including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to ourthe Company's investment policy guidelines. Aflac U.S. purchased debt, equity, and loan receivable investments at an aggregate acquisition cost of approximately $1.1 billion in 2016, compared with $900 million in 2015 and $1.0 billion in 2014.


The following table presents the results of Aflac's U.S. investment yields for the years ended and as of December 31.
 2016 2015 2014 
New money yield (1)
3.89% 4.45% 4.32% 
Return on average invested assets, net of investment expenses (2)
5.04
 5.19
 5.46
 
Portfolio book yield, end of period (1)
5.60% 5.77% 5.89% 
 2019 2018 
Total purchases for period (in millions) (1)
$1,835
 $2,155
 
New money yield (1), (2)
4.51% 4.55% 
Return on average invested assets (3)
5.07
 5.16
 
Portfolio book yield, end of period (1)
5.40% 5.55% 
(1) Includes fixed maturitiesmaturity securities, commercial mortgage and perpetualother loans, equity securities, loan receivables, and equitiesexcludes alternative investments in limited partnerships
(2) NumberReported on a gross yield basis; excludes investment expenses and external management fees
(3)Net of investment expenses, year-to-date number reflected on a quarterly average basis

The decrease in the Aflac U.S. new money yield in 2016 was primarily due to lower U.S. interest rates during much of the investment period.

The following table presents the composition of total investments by sector, at cost or amortized cost, and cash for Aflac U.S. ($14.1 billion in 2016 and $13.7 billion in 2015) as of December 31.


52



Composition of Portfolio by Sector
 2016 2015 
Debt and perpetual securities, at amortized cost:    
Banks/financial institutions(1)
9.8% 10.4%
Government and agencies.6
 .7
 
Municipalities4.8
 5.1
 
Public utilities15.9
 16.9
 
Sovereign and supranational1.4
 1.4
 
Mortgage- and asset-backed securities.3
 .3
 
Other corporate53.7
 52.0
 
Total debt and perpetual securities86.5
 86.8
 
Equity securities.8
 .0
 
Other investments(2)
2.6
 1.3
 
Cash and cash equivalents10.1
 11.9
 
Total investments and cash100.0% 100.0%
(1) Includes .3% of perpetual securities at December 31, 2016 and 2015, respectively.
(2) Includes 2.5% and .9% of loan receivables at December 31, 2016 and 2015, respectively.


See Note 3 of the Notes to the Consolidated Financial Statements and the Market Risks of Financial Instruments - Credit Risk subsection of MD&A for more information regarding the sector concentrations of ourthe Company's investments.



48


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

CORPORATE AND OTHER

Changes in the pretax adjusted earnings of Corporate and other are primarily affected by investment income. The following table presents a summary operating results for Corporate and other for the years ended December 31.

Corporate and Other Summary of Operating Results
(In millions)2019 2018 
Premium income$200
 $208
 
Net investment income88
 77
 
Amortized hedge income related to certain foreign currency
   management strategies
89
 36
 
Net investment income, including amortized hedge income177
 113
 
Other income15
 18
 
Total adjusted revenues393
 339
 
Benefits and claims, net194
 199
 
Adjusted expenses:    
Interest expense133
 120
 
Other adjusted expenses137
 159
 
Total adjusted expenses270
 279
 
Total benefits and adjusted expenses464
 478
 
Pretax adjusted earnings$(72) $(139) 

Net investment income benefited from the Company’s enterprise corporate hedging program for the years ended December 31, 2019 and 2018, respectively. See the Hedging Activities subsection of this MD&A for further information on the enterprise corporate hedging program.

In December 2018, the Parent Company invested $20 million in Singapore Life Pte. Ltd. (Singapore Life), a digitally-focused life insurance company based in Singapore. The Parent Company made an additional investment of $16 million in the second quarter of 2019, bringing the total investment to $36 million. As part of the relationship, Aflac entered into a reinsurance agreement on certain protection products with Singapore Life in September 2019. However, the Company does not currently expect the equity investment or the reinsurance agreement to have a material impact on its financial position or results of operations.
OTHER OPERATIONS

INVESTMENTS
Corporate operating expenses consist primarily
The Company’s investment strategy utilizes disciplined asset and liability management while seeking long-term risk-adjusted investment returns and the delivery of personnel compensation, benefits, reinsurance retrocession activities,stable income within regulatory and facilities expenses. Corporate expenses, excludingcapital objectives, and preserving shareholder value. In attempting to optimally balance these objectives, the Company seeks to maintain on behalf of Aflac Japan a diversified portfolio of yen-denominated investment assets, a U.S. dollar-denominated investment portfolio hedged back to yen and retrocession income, were $141 million in 2016, $90 million in 2015 and $91 million in 2014. Investment income included in reported corporate expenses was $18 million in 2016, $22 million in 2015 and $13 million in 2014, and net retrocession income was $7 million in 2016 and 2015.
ANALYSIS OF FINANCIAL CONDITION
Our financial condition has remained strong in the functional currenciesa portfolio of our operations. The yen/dollar exchange rate at the end of each period is used to translate yen-denominated balance sheet items tounhedged U.S. dollars for reporting purposes.
The following table demonstrates the effectdollar-denominated assets. As part of the changeCompany's portfolio management and asset allocation process, Aflac U.S. invests in the yen/dollar exchange rate by comparing select balance sheet items as reported at December 31, 2016, with the amounts that would have been reported had the exchange rate remained unchanged from December 31, 2015.
Impact of Foreign Exchange on Balance Sheet Items
(In millions)  As  
Reported
 Exchange
Effect            
 
Net of        
Exchange Effect
(1)          
Yen/dollar exchange rate(2)
 116.49
       120.61
 
Investments and cash $116,361
   $2,522
   $113,839
 
Deferred policy acquisition costs 8,993
   197
   8,796
 
Policy liabilities 93,726
   2,853
   90,873
 
(1)Amounts excluding foreign currency changes on U.S. dollar-denominated items (a non-U.S. GAAP measure) were determined using the same yen/dollar exchange rate for the current period as the comparable period in the prior year.
(2)The exchange rate at December 31, 2016, was 116.49 yen to one dollar, or 3.5% stronger than the December 31, 2015, exchange rate of 120.61.


53



Investments

Our investment philosophy is to fulfill our fiduciary responsibility to invest assets in a prudent manner to meet the present and future needs of our policyholders' contractual obligations while maximizing the long-term financial return on assets consistent with the company goal of maximizing long-term shareholder value with defined risk appetites, limits, and maintaining adequate liquidity.

The following table details investment securities by segment as of December 31.
Investment Securities by Segment (1)
  Aflac Japan Aflac U.S. 
(In millions)2016 2015 2016 2015 
Securities available for sale, at fair value:        
Fixed maturities$59,903
 $52,304
 $13,250

$12,522

Perpetual securities1,577
 1,890
 56
 57
 
Equity securities1,185
 493
 124
 5
 
Total available for sale62,665
 54,687
 13,430
 12,584
 
Securities held to maturity, at amortized cost:        
Fixed maturities33,350
 33,459
 0
 0
 
Total held to maturity33,350
 33,459
 0
 0
 
Total investment securities$96,015
 $88,146
 $13,430
 $12,584
 
(1)Excludes available-for-sale fixed-maturity securities held by the Parent Company and other business segments of $607 in 2016 and$523 in 2015.

Other investments primarily consisted of loan receivables that are recorded at amortized cost on the acquisition date and are carried at adjusted amortized cost. The adjusted amortized cost of the loan receivables reflects allowances for expected incurred losses estimated based on past events and current economic conditions as of each reporting date. See the Loans and Loan Receivables section in Note 3 of the Notes to the Consolidated Financial Statements for further discussion of these investments.

Cash and cash equivalents totaled $4.9 billion, or 4.2% of totalfixed maturity investments and cash, as of December 31, 2016, compared with $4.4 billion, or 4.1%, at December 31, 2015. For a discussion of the factors affecting our cash balance, see the Operating Activities, Investing Activitiesgrowth assets, including public equity securities and Financing Activities subsections of this MD&A.alternative investments in limited partnerships. Aflac U.S. invests in both publicly traded and privately originated investment-grade and below-investment-grade fixed maturity securities and loans.


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




49


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following tables detail investments by segment as of December 31.

Investment Securities by Segment
 2019 
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$75,780
 $13,703
 $1,779
 $91,262
Held to maturity, fixed maturity securities,
   at amortized cost
30,085
 0
 0
 30,085
Equity securities657
 67
 78
 802
Commercial mortgage and other loans:       
Transitional real estate loans4,507
 943
 0
 5,450
Commercial mortgage loans1,308
 399
 0
 1,707
Middle market loans2,141
 271
 0
 2,412
Other investments:       
Policy loans234
 16
 0
 250
Short-term investments (1)
386
 242
 1
 629
Limited partnerships496
 55
 17
 568
Other0
 30
 0
 30
     Total investments115,594
 15,726
 1,875
 133,195
Cash and cash equivalents1,674
 417
 2,805
 4,896
              Total investments and cash$117,268
 $16,143
 $4,680
 $138,091
(1) Includes securities lending collateral

 2018
(In millions)Aflac Japan Aflac U.S. Corporate and Other Total
Available for sale, fixed maturity securities,
   at fair value
$69,409
 $12,132
 $1,354
 $82,895
Held to maturity, fixed maturity securities,
   at amortized cost
30,318
 0
 0
 30,318
Equity securities806
 137
 44
 987
Commercial mortgage and other loans:       
Transitional real estate loans3,621
 756
 0
 4,377
Commercial mortgage loans763
 301
 0
 1,064
Middle market loans1,144
 334
 0
 1,478
Other investments:       
Policy loans219
 13
 0
 232
Short-term investments (1)
0
 141
 11
 152
Limited partnerships333
 37
 7
 377
Other0
 26
 0
 26
     Total investments106,613
 13,877
 1,416
 121,906
Cash and cash equivalents1,779
 641
 1,917
 4,337
              Total investments and cash$108,392
 $14,518
 $3,333
 $126,243
(1) Includes securities lending collateral

The ratings of ourthe Company's securities referenced in the table below are based on the ratings designations provided by major NRSROs (Moody's, S&P and Fitch) or, if not rated, are determined based on ourthe Company's internal analysis of such securities. For investment-grade securities whereWhen the ratings assignedissued by the major creditrating agencies are not equivalent, we usediffer, the Company utilizes the second lowest rating that is assigned. For a description ofwhen three or more rating agency ratings are available or the lowest rating when only two rating agency ratings methodology that we use when a security is below investment grade or split-rated, see "Investments, Below-Investment-Gradeare available.

50


Item 7. Management's Discussion and Split-Rated Securities" in the Analysis of Financial Condition sectionand Results of this MD&A.Operations



The distributions of debt and perpetualfixed maturity securities we own,the Company owns, by credit rating, as of December 31 were as follows:

54




Composition of Fixed Securities Portfolio by Credit Rating
 2016 2015  2019 2018 
Amortized
Cost
   Fair    
  Value    
 Amortized
Cost
   Fair    
  Value    
Amortized
Cost
   Fair    
  Value    
 Amortized
Cost
   Fair    
  Value    
AAA 2.0% 1.9% 1.3% 1.3%  1.1% 1.0% 1.0% .9% 
AA 5.0
 5.0
 5.7
 5.7
  4.3
 4.4
 3.9
 4.0
 
A 63.1
 65.2
 61.0
 63.0
  68.6
 69.8
 67.9
 69.9
 
BBB 24.6
 23.2
 26.9
 25.1
  23.1
 22.1
 23.2
 21.6
 
BB or lower 5.3
 4.7
 5.1
 4.9
  2.9
 2.7
 4.0
 3.6
 
Total 100.0% 100.0% 100.0% 100.0%  100.0% 100.0% 100.0% 100.0% 


As of December 31, 2016, our2019, the Company's direct and indirect exposure to securities in ourits investment portfolio that were guaranteed by third parties was immaterial both individually and in the aggregate.


The following table presents the 10 largest unrealized loss positions in ourthe Company's portfolio as of December 31, 2016.2019.
(In millions)Credit
Rating
 Amortized
Cost
 Fair
Value
 Unrealized    
Loss    
Diamond Offshore Drilling Inc. BB   $141
   $96
   $(45) 
Noble Holdings International Ltd.
 B   98
   68
   (30) 
Deutsche Postbank AG BB   206
   179
   (27) 
Investcorp Capital Limited BB   368
   346
   (22) 
AXA(1)
 BBB   282
   263
   (19) 
National Oilwell Varco Inc. BBB   97
   79
   (18) 
Kommunal Lanspensjonskasse (KLP) (1)
 BBB   210
   193
   (17) 
Baker Hughes Inc. BBB   122
   107
   (15) 
Transocean Inc. B   72
   57
   (15) 
Bank of America Corp. BBB   386
   371
   (15) 
(In millions)Credit
Rating
 Amortized
Cost
 Fair
Value
 Unrealized    
Loss    
Diamond Offshore Drilling Inc. CCC   $64
   $32
   $(32) 
AXA BBB   296
   271
   (25) 
Transocean Inc. CCC   50
   37
   (13) 
Intesa Sanpaolo Spa BBB   142
   132
   (10) 
Baker Hughes Inc. A   123
   114
   (9) 
Kommunal Landspensjonskasse (KLP) BBB   137
   129
   (8) 
Mirvac Group Finance Ltd. A   91
   84
   (7) 
Autostrade Per Litalia Spa BBB   182
   175
   (7) 
Downer Group Finance Pty LTD BBB   91
   85
   (6) 
Chevron Corp. AA   148
   142
   (6) 
(1) Includes perpetual security


Generally, declines in fair values can be a result of changes in interest rates, yen/dollar exchange rate, and changes in net spreads driven by a broad market move or a change in the issuer's underlying credit quality. At times in 2016, market volatility was at elevated levels, especially inAs the energy and commodity-related sectors.  As we believeCompany believes these issuers have the ability to continue making timely payments of principal and interest, we viewthe Company views these changes in fair value to be temporary and do not believe it is necessary to impair the carrying value of these securities.temporary. See the Unrealized Investment Gains and Losses section in Note 3 of the Notes to the Consolidated Financial Statements for further discussions of unrealized losses related to financial institutions including perpetual securities, and other corporate investments.

Below-Investment-Grade Securities
The Company's portfolio of below-investment-grade securities includes debt securities purchased while the issuer was rated investment grade plus other loans and bonds purchased as part of an allocation to that segment of the market. The following is the Company's below-investment-grade exposure.


51


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Below-Investment-Grade Investments
  December 31, 2019 
(In millions)
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Gain
(Loss)
 
Investcorp Capital Limited$388
 $388
 $452
 $64
 
Republic of South Africa365
 365
 372
 7
 
Barclays Bank PLC183
 115
 157
 42
 
KLM Royal Dutch Airlines183
 136
 143
 7
 
Telecom Italia SpA183
 183
 241
 58
 
IKB Deutsche Industriebank AG118
 51
 102
 51
 
Arconic Inc.100
 85
 111
 26
 
EMC Corp.80
 80
 82
 2
 
Generalitat de Catalunya73
 27
 80
 53
 
Teva Pharmaceuticals68
 66
 61
 (5) 
Other Issuers456
 436
 420
 (16) 
          Subtotal (1)
2,197
 1,932
 2,221
 289
 
Senior secured bank loans462
 480
 459
 (21) 
High yield corporate bonds726
 723
 755
 32
 
Middle market loans, net of reserves (2)
2,455
 2,412
 2,420
 8
 
          Grand Total$5,840
 $5,547
 $5,855
 $308
 
(1) Securities initially purchased as investment grade, but have subsequently been downgraded to below investment grade
(2) Middle market loans are carried at amortized cost

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

The Company maintains an allocation to higher yielding corporate bonds within the Aflac Japan and Aflac U.S. portfolios. Most of these securities were rated below-investment-grade at the time of purchase, but the Company also purchased several that were rated investment grade which, because of market pricing, offer yields commensurate with below-investment-grade risk profiles. The objective of this allocation was to enhance the Company's yield on invested assets and further diversify credit risk. All investments in this program must have a minimum rating at purchase of low BB using the Company's above described rating methodology and are managed by the Company's internal credit portfolio management team.
Fixed Maturity Securities by Sector
The Company maintains diversification in investments by sector to avoid concentrations to any one sector, thus managing exposure risk. The following table shows the distribution of fixed maturities by sector classification as of December 31.


52


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 2019 
(In millions) Amortized
Cost
  
% of
Total
 
Government and agencies $53,463    48.8% 
Municipalities 2,414    2.2  
Mortgage- and asset-backed securities 394    .4  
Public utilities 8,194    7.5  
Electric 6,471    5.9  
Natural Gas 303    .3  
Other 695    .6  
Utility/Energy 725    .7  
Sovereign and Supranational 2,042    1.9  
Banks/financial institutions 9,947    9.1  
Banking 6,029    5.5  
Insurance 1,948    1.8  
Other 1,970    1.8  
Other corporate 33,002    30.1  
Basic Industry 3,484    3.2  
Capital Goods 3,187    2.9  
Communications 4,057    3.7  
Consumer Cyclical 3,271    3.0  
Consumer Non-Cyclical 6,280    5.7  
Energy 4,281    3.9  
Other 1,464    1.3  
Technology 3,129    2.9  
Transportation 3,849    3.5  
        Total fixed maturity securities $109,456    100.0% 
Securities by Type of Issuance
We haveThe Company has investments in both publicly and privately issued securities. OurThe Company's ability to sell either type of security is a function of overall market liquidity which is impacted by, among other things, the amount of outstanding securities of a particular issuer or issuance, trading history of the issue or issuer, overall market conditions, and idiosyncratic events affecting the specific issue or issuer.



53


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following table details investment securities by type of issuance as of December 31.

55





Investment Securities by Type of Issuance
   2016   2015 
(In millions)Amortized
Cost
 Fair   
Value   
 Amortized
Cost
 Fair  
Value  
Publicly issued securities:               
Fixed maturities $75,406
   $86,132
   $68,528
   $74,933
 
Perpetual securities 51
   75
   77
   111
 
Equity securities 1,196
   1,300
   473
   489
 
      Total publicly issued 76,653
   87,507
   69,078
   75,533
 
Privately issued securities: (1)
               
Fixed maturities 24,307
   27,649
   25,573
   27,936
 
Perpetual securities 1,455
   1,558
   1,764
   1,836
 
Equity securities 7
   9
   7
   9
 
      Total privately issued 25,769
   29,216
   27,344
   29,781
 
      Total investment securities $102,422
   $116,723
   $96,422
   $105,314
 
   2019   2018 
(In millions)Amortized
Cost
 Fair   
Value   
 Amortized
Cost
 Fair  
Value  
Publicly issued securities:               
Fixed maturity securities $89,625
   $105,557
   $83,482
   $93,255
 
Equity securities 717
   717
   936
   936
 
      Total publicly issued 90,342
   106,274
   84,418
   94,191
 
Privately issued securities: (1)
               
Fixed maturity securities 19,831
(2 
) 
  23,299
(2 
) 
  23,692
   26,362
 
Equity securities 85
   85
   51
   51
 
      Total privately issued 19,916
   23,384
   23,743
   26,413
 
      Total investment securities $110,258
   $129,658
   $108,161
   $120,604
 
(1) IncludesPrimarily consists of securities owned by Aflac Japan
(2) Excludes Rule 144A securities starting in the first quarter of 2019

The perpetual securities we hold were largely issued by banks that are integral to the financial markets of the sovereign country of the issuer. As a result of the issuer's position within the economy of the sovereign country, our perpetual securities may be subject to a higher risk of nationalization of their issuers in connection with capital injections from an issuer's sovereign government. We cannot be assured that such capital support will extend to all levels of an issuer's capital structure. In addition, certain governments or regulators may consider imposing interest and principal payment restrictions on issuers of hybrid securities to preserve cash and preserve the issuer's capital. Beyond the cash flow impact that additional deferrals would have on our portfolio, such deferrals could result in ratings downgrades of the affected securities, which in turn could result in a reduction of fair value of the securities and increase our regulatory capital requirements. We consider these factors in our credit review process.


The following table details our privately issued investmentthe Company's reverse-dual currency securities as of December 31.
Privately Issued Securities
(Amortized cost, in millions)2016 2015
Privately issued securities as a percentage of total investment securities25.2% 28.4%
Privately issued securities held by Aflac Japan$23,104
 $24,602
Privately issued securities held by Aflac Japan as a percentage of total
investment securities
22.6% 25.5%
Reverse-Dual Currency Securities(1) 
(Amortized cost, in millions)2016 20152019 2018 
Privately issued reverse-dual currency securities$5,628
 $5,372
$4,993
 $5,120
 
Publicly issued collateral structured as reverse-dual currency securities1,349
 1,303
1,678
 1,657
 
Total reverse-dual currency securities$6,977
 $6,675
$6,671
 $6,777
 
Reverse-dual currency securities as a percentage of total investment
securities
6.8% 6.9%6.1% 6.3% 
(1)Principal payments in yen and interest payments in dollars


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

56



have protective covenants appropriate to the specific investment. These may include a prohibition of certain activities by the borrower, maintenance of certain financial measures, and specific conditions impacting the payment of ourthe Company's notes.
Below-Investment-Grade
HEDGING ACTIVITIES

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


We use specific criteriaDerivatives are designed to judgereduce risk on an economic basis while minimizing the credit qualityimpact on financial results. The Company’s derivatives programs vary depending on the type of both existingrisk being hedged. See Note 4 of the Notes to the Consolidated Financial Statements for:

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



54


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Foreign Currency Exchange Rate Risk Hedge Program

The Company has deployed the following hedging strategies to mitigate exposure to foreign currency exchange rate risk:

Aflac Japan hedges U.S. dollar-denominated investments back to yen (see Aflac Japan’s U.S. Dollar-Denominated Hedge Program below).

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

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

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

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

Aflac Japan buys U.S. dollar-denominated investments, typically corporate bonds, and hedges them back to yen with foreign currency forwards and options to hedge foreign currency exchange rate risk. This economically creates yen assets that match yen liabilities during the life of the derivative and provides capital relief. The currency risk being hedged is generally based on fair value of hedged investments. The ratings referenced infollowing table summarizes the tables below are based on the ratings designations providedU.S. dollar-denominated investments held by the major credit rating agencies (Moody's, S&P, and Fitch) or, if not rated, are determined based on our internal credit analysis of such securities. When the ratings issued by the rating agencies differ, we utilize the second lowest rating, regardless of how many of the three rating agencies actually rated the instrument. Split-rated securities are those where the ratings are not equivalent and one or more of the ratings is investment grade and one or more is below investment grade. For these split-rated securities, if there are only two ratings assigned by the credit rating agencies, we take the lower below-investment-grade rating. If there are three ratings assigned, and two of the three are below investment grade, we consider it a below-investment-grade security. If there are three ratings and two are investment grade, we consider it an investment grade security unless our evaluation and assessment shows a below-investment-grade rating is warranted despite two of the three rating agencies rating it investment grade. 
Our portfolio of below-investment-grade securities includes debt securities purchased while the issuer was rated investment grade plus other loans and bonds purchased as part of an allocation to that segment of the market. The following is our below-investment-grade exposure in accordance with the above described rating methodologyAflac Japan as of December 31.


57



Below-Investment-Grade Securities (1)
  2016 2015 
(In millions)
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Gain
(Loss)
 
Par
Value
 
Amortized
Cost
 
Fair
Value
 
Unrealized
Gain(Loss)
 
Investcorp Capital Limited$368
 $368
 $346
 $(22) $357
 $357
 $324
 $(33) 
Republic of Tunisia318
 191
 264
 73
 307
 185
 243
 58
 
Navient Corp.287
 152
 197
 45
 279
 148
 155
 7
 
KLM Royal Dutch Airlines (2)
257
 189
 213
 24
 249
 183
 205
 22
 
Barclays Bank PLC (2)
236
 152
 221
 69
 230
 148
 228
 80
 
Deutsche Postbank AG206
 206
 179
 (27) 199
 199
 175
 (24) 
UPM-Kymmene180
 178
 188
 10
 257
 257
 252
 (5) 
Telecom Italia SpA172
 172
 212
 40
 166
 166
 214
 48
 
Generalitat de Catalunya154
 57
 111
 54
 149
 55
 126
 71
 
Diamond Offshore Drilling Inc.124
 141
 96
 (45) *
 *
 *
 *
 
IKB Deutsche Industriebank AG112
 47
 91
 44
 108
 46
 79
 33
 
Alcoa, Inc.100
 80
 97
 17
 100
 77
 81
 4
 
Noble Holdings International Ltd.95
 98
 68
 (30) *
 *
 *
 *
 
Petrobras International
Finance Company
91
 90
 83
 (7) 91
 88
 64
 (24) 
EMC Corp.85
 86
 76
 (10) *
 *
 *
 *
 
Cenovus Energy Inc.75
 78
 71
 (7) *
 *
 *
 *
 
Teck Resources Ltd.70
 73
 66
 (7) 70
 69
 32
 (37) 
Transocean Inc.68
 72
 57
 (15) 68
 71
 38
 (33) 
CF Industries Inc.60
 59
 54
 (5) *
 *
 *
 *
 
Votorantim OverseasTrading
IV Ltd.
50
 49
 54
 5
 *
 *
 *
 *
 
Weatherford Bermuda49
 49
 39
 (10) 94
 92
 70
 (22) 
Eskom Holdings Limited35
 35
 35
 0
 50
 50
 43
 (7) 
Commerzbank AG (includes
Dresdner Bank)
*
 *
 *
 *
 332
 213
 321
 108
 
DEPFA Bank PLC0
 0
 0
 0
 166
 166
 166
 0
 
Societe Generale (2)
0
 0
 0
 0
 83
 61
 73
 12
 
Other Issuers (below $50 million
in par value)
(3)
249
 237
 235
 (2) 333
 306
 277
 (29) 
          Subtotal (4)
3,441
 2,859
 3,053
 194
 3,688
 2,937
 3,166
 229
 
Senior secured bank loans (5)
1,758
 1,855
 1,764
 (91) 1,400
 1,327
 1,362
 35
 
High yield corporate bonds (6)
614
 602
 624
 22
 609
 621
 581
 (40) 
          Grand Total$5,813
 $5,316
 $5,441
 $125
 $5,697
 $4,885
 $5,109
 $224
 
 2019 2018
(In millions)
Amortized
Cost
Fair
Value
 
Amortized
Cost
Fair
Value
Available-for-sale securities:     
  Fixed maturity securities (excluding bank loans)$18,012
$19,542
 $17,101
$17,003
  Fixed maturity securities - bank loans (floating rate)677
649
 1,296
1,238
Equity securities19
19
 177
177
Commercial mortgage and other loans:     
  Transitional real estate loans (floating rate)4,507
4,543
 3,621
3,625
  Commercial mortgage loans1,308
1,319
 763
736
  Middle market loans (floating rate)2,141
2,153
 1,144
1,146
Other investments496
496
 333
333
      Total U.S. Dollar Program27,160
28,721
 24,435
24,258
Available-for-sale securities:     
  Fixed maturity securities - economically converted to yen1,700
2,608
 1,679
2,269
      Total U.S. dollar-denominated investments in Aflac Japan$28,860
$31,329
 $26,114
$26,527
* Investment grade at respective reporting date
(1) Excludes middle market loan portfolio which are primarily identified as below investment grade
(2) Includes perpetual security
(3) Includes 13 issuers in 2016 and 15 issuers in 2015
(4) Securities initially purchased as investment grade, but have subsequently been downgraded to below investment grade
(5) Includes 197 issuers in 2016 and 201 in 2015;U.S. Dollar Program includes all issuers below $40 million in par value
(6) Includes 62 issuers in 2016 and 57 issuers in 2015; all issuers below $25 million in par value

We invest in senior secured bank loans and middle market loans primarily to U.S. corporate borrowers, most of which have below-investment-grade ratings. The bank loan and middle market loan investment programs are managed externally by third party firms specializing in this asset class and require a minimum average portfolio rating of low BB and a minimum single investment rating of low B from one of the NRSROs. The objectives of these programs include enhancing the yield on invested assets, achieving further diversification of credit risk, and mitigating the risk of rising interest rates and hedge costs through the acquisition of floating rate assets. Ourdollar-denominated investments in these programs totaled $2.3 billion at December 31, 2016, compared with $1.5 billion at December 31, 2015, on an amortized cost basis.


58



In 2015 and continuing into 2016, we began increasing our allocation to higher yielding corporate bonds within the Aflac Japan and Aflac U.S. portfolios. Mostother than the investments in certain consolidated VIEs where the instrument is economically converted to yen as a result of these securities were rated below-investment-grade at the time of purchase, but we also purchased several that were rated investment grade which, because of market pricing, offer yields commensurate with below-investment-grade risk profiles. The objective of this allocation was to enhance our yield on invested assets and further diversify our credit risk. All investments must have a minimum rating of low BB using our above described rating methodology and are managed by our internal credit portfolio management team.

Excluding the senior secured bank loans and certain high yield corporate bonds discussed above that were rated below investment grade when initially purchased, below-investment-grade debt and perpetual securities represented 2.8% of total debt and perpetual securities at December 31, 2016, compared with 3.1% at December 31, 2015, on an amortized cost basis. Debt and perpetual securities classified as below investment grade at December 31, 2016 and 2015 were generally reported as available for sale and carried at fair value.

Investments in Certain European Countries
We own debt of various European issuers including corporate and government-related borrowers. Most European countries have seen improvement in their economies since the European debt crisis which has helped stabilized credit quality among European issuers. To support sustainable economic growth, the ECB in 2015 launched a quantitative easing (QE) stimulus program that was recently extended to December 2017, with reduced purchases to start in April 2017.
The 2016 referendumderivative in the United Kingdom (UK) in favor of the UK withdrawing from the European Union (EU) (Brexit) has added a new level of uncertainty to Europe’s economic recovery, although financial markets have stabilized after initially reacting to Brexit with increased volatility. We cannot estimate the ultimate impact of Brexit, which may include changes to the economies of the UK and other EU countries, policy action by the UK government, the Bank of England, the EU, or the ECB, or an increase in economic isolationism throughout Europe and the rest of the world.
We continue to monitor the European situation closely. Additionally, some of our European fixed-maturity investments contain covenants that we believe mitigate our risk. These may include put options that allow us to return our holdings to the issuer at a predetermined price, usually par, should the issuer be downgraded to below investment grade by a rating agency. Additionally, these covenants may include restrictions on the ability of the issuer to incur additional debt, sell assets, or provide collateral for indebtedness.consolidated variable interest entity. As of December 31, 2016, all2019, Aflac Japan had $8.8 billion outstanding notional amounts of foreign currency forwards and $21.1 billion outstanding notional amounts of foreign currency options, of which none were in-the-money, hedging the European issuersU.S. dollar-denominated investments. The fair value of Aflac Japan's unhedged U.S. dollar-denominated portfolio was $19.9 billion (excluding certain U.S. dollar-denominated assets shown in our portfolios were current on their obligations to us, and we believe they have the ability to meet their obligations to us.

Oil and Gas Exposure
Astable above as a result of the significant declineconsolidation that have been economically converted to yen using derivatives).

Foreign exchange derivatives used for hedging are periodically settled, which results in oil prices, which begancash receipt or payment at maturity or early termination. The Company had net cash outflows of $20 million in the fourth quarter2019, net cash inflows of 2014, there has been heightened attention to certain investments$272 million in the various energy sub-sectors related to the oil and gas industry. Although prices have recovered somewhat from the lows, the sector continues to operate in a period of lower prices and increased volatility. Our portfolio includes holdings diversified across multiple sub-sectors of the oil and gas industry, spread among multiple geographies. The following tables show the breakout of our exposure to the oil and gas industry as of December 31.




5955




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 2016 
 Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
 
     
(In millions)    
Securities available for sale,
carried at fair value:
               
   Fixed maturities:               
         Independent exploration and production $1,112
   $122
   $27
   $1,207
 
         Integrated energy 568
   63
   15
   616
 
         Midstream 1,157
   146
   21
   1,282
 
         Oil field services 1,016
   35
   143
   908
 
         Refiners 390
   18
   5
   403
 
         Government owned - energy related 893
   204
   10
   1,087
 
         Natural gas utilities 410
   79
   3
   486
 
            Total fixed maturities 5,546
   667
   224
   5,989
 
   Equity securities:               
         Integrated energy 30
   1
   0
   31
 
         Midstream 5
   1
   0
   6
 
         Refiners 5
   1
   0
   6
 
         Natural gas utilities 2
   0
   0
   2
 
            Total equity securities 42
   3
   0
   45
 
            Total securities available for sale 5,588
   670
   224
   6,034
 
Securities held to maturity,
carried at amortized cost:
               
   Fixed maturities:               
         Integrated energy 223
   15
   0
   238
 
         Government owned - energy related 258
   21
   0
   279
 
         Natural gas utilities 215
   25
   0
   240
 
            Total fixed maturities 696
   61
   0
   757
 
            Total securities held to maturity 696
   61
   0
   757
 
            Total securities available for sale
and held to maturity
 $6,284
   $731
   $224
   $6,791
 



60



 2015 
 Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
 
     
(In millions)    
Securities available for sale,
carried at fair value:
               
   Fixed maturities:               
         Independent exploration and production $1,270
   $73
   $139
   $1,204
 
         Integrated energy 575
   55
   27
   603
 
         Midstream 1,246
   76
   144
   1,178
 
         Oil field services 1,155
   27
   228
   954
 
         Refiners 460
   6
   30
   436
 
         Government owned - energy related 887
   182
   25
   1,044
 
         Natural gas utilities 344
   53
   1
   396
 
            Total fixed maturities 5,937
   472
   594
   5,815
 
   Equity securities 3
   0
   0
   3
 
            Total securities available for sale 5,940
   472
   594
   5,818
��
Securities held to maturity,
carried at amortized cost:
               
   Fixed maturities:               
         Integrated energy 242
   9
   0
   251
 
         Government owned - energy related 249
   5
   0
   254
 
         Natural gas utilities 207
   18
   0
   225
 
            Total fixed maturities 698
   32
   0
   730
 
            Total securities held to maturity 698
   32
   0
   730
 
            Total securities available for sale
and held to maturity
 $6,638
   $504
   $594
   $6,548
 

As2018 and net cash outflows of December 31, 2016,$747 million in 2017, associated with the weighted-average rating of our total fixed maturity energy exposure is BBB, and 88% of our exposure to the oil and gas industry was investment grade, compared to 93% at December 31, 2015. Further declines in oil and gas prices, unexpected increases in supply, or other company specific situations could lead to additional negative ratings activity from the public rating agenciescurrency derivatives used for energy credit issuers. We do not currently expect our investments in the energy sector to have a material impact on our results of operations.

Hedging Activities

Net Investment Hedge

Our primary exposure to be hedged is our investment inhedging Aflac Japan, which is affected by changes in the yen/dollar exchange rate. To mitigate this exposure, we have taken several courses of action. First, Aflac Japan maintains certain unhedgedJapan’s U.S. dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. Second, we haveinvestments.

Enterprise Corporate Hedging Program

The Company has designated the majority of the Parent Company’scertain yen-denominated liabilities (Samurai and Uridashi notes) as non-derivative hedging instruments and certain foreign currency forwards and options of the Parent Company as derivativeaccounting hedges of ourits net investment in Aflac Japan. We make ourThe Company's consolidated yen-denominated net asset position was partially hedged at $9.1 billion as of December 31, 2019, compared with $1.8 billion as of December 31, 2018.

The Company makes its accounting designation of net investment hedge designation at the beginning of each quarter. If the total of the designated Parent Company non-derivative and derivativesderivative notional is equal to or less than ourthe Company's net investment in Aflac Japan, the hedge is deemed to be effective, and the currency exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. We estimate that if the designated net investment hedge positions exceeded our net investment in Aflac Japan by 10 billion yen, we would report a foreign exchange gain/loss of approximately $1 million for every 1% yen weakening/strengthening in the end-of-period yen/dollar exchange rate. OurThe Company's net investment hedge was effective during the years ended December 31, 2016, 20152019 and 2014,2018, respectively.
The yen net asset figure calculated for hedging purposes differs from For additional information on the yen-denominated net asset position as discussed in the Currency Risk subsection of MD&A. As disclosed in that subsection, the consolidation of the underlying assets in certain VIEs requires that we derecognize our yen-denominated investment in the VIE and recognize the

61



underlying fixed-maturity or perpetual securities and cross-currency swaps. While these U.S. dollar investments will create foreign currency fluctuations, the combination of the U.S. dollar-denominated investment and the cross-currency swap economically creates a yen-denominated investment that qualifies for inclusion as a component of our investment in Aflac Japan. Similarly, the combination of the U.S. corporate bonds and the foreign currency forwards and options that we have entered into, as discussed in the Aflac Japan Investment subsection of MD&A, economically creates a yen-denominated investment that qualifies for inclusion as a component of our investment in Aflac Japan.

The dollar values of our yen-denominated net assets, including economic yen-denominated investments forCompany's net investment hedging purposesstrategy, see Note 4 of the Notes to the Consolidated Financial Statements.

In order to economically mitigate risks associated with the enterprise-wide exposure to the yen and the level and volatility of hedge costs, the Parent Company enters into foreign exchange forward and option contracts. By buying U.S. dollars and selling yen, the Parent Company is effectively lowering its overall economic exposure to the yen, while Aflac Japan's U.S dollar exposure remains reduced as discussed above, are summarized as follows (translated at end-of-period exchange rates)a result of Aflac Japan's U.S. dollar-denominated hedge program that economically creates yen assets. Among other objectives, this strategy is intended to offset the enterprise-wide amortized hedge costs by generating amortized hedge income. The portion of the enterprise-wide amortized hedge income contributed by this strategy was $89 million in 2019 and $36 million in 2018. This activity is reported in Corporate and Other. As this program evolves, the Company will continue to evaluate the program’s efficacy. See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.

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

Aflac Japan Hedge Cost Metrics(1)
(In millions)2016 2015
Aflac Japan net assets $16,215
   $13,558
 
Aflac Japan unhedged dollar-denominated net assets (9,694)   (8,111) 
   Consolidated yen-denominated net assets (liabilities) $6,521
   $5,447
 
 2019 2018
Aflac Japan:   
   FX forward (sell USD, buy yen) notional at end of period (in billions)(2)
$8.8 $9.9
   Weighted average remaining tenor (in months)(3)
8.5 21.4
   Amortized hedge income (cost) for period (in millions)$(257) $(236)
Parent Company:   
   FX forward (buy USD, sell yen) notional at end of period (in billions)(2)
$4.9 $2.5
   Weighted average remaining tenor (in months)(3)
13.7 16.1
   Amortized hedge income (cost) for period (in millions)$89 $36

(1) See the Results of Operations section of this MD&A for the Company's definition of amortized hedge costs/income.
(2) Notional is reported net of any offsetting positions within Aflac Japan or the Parent Company, respectively.
(3) Tenor based on period reporting date to settlement date

Interest Rate Risk Hedge Program

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

For the hedge of our net investment in Aflac Japan, we have designated certainadditional discussion of the Parent Company's yen-denominated liabilities, certain unhedged U.S. dollar investments andrisks associated with the foreign currency forwardsexposure refer to the Currency Risk section in Item 1A, specifically to the Risk Factors titled “The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate“ and options as a hedge“Lack of our net investment in Aflac Japan. Our consolidatedavailability of acceptable yen-denominated net assetinvestments could adversely affect the Company's results of operations, financial position was partially hedged at $1.3 billion asor liquidity."


56


Item 7. Management's Discussion and Analysis of December 31, 2016, compared with $1.2 billion asFinancial Condition and Results of December 31, 2015.Operations


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


POLICY LIABILITIES

The following table presents policy liabilities by segment and in total for the years ended December 31.
(In millions)2019 2018 
Japan segment:    
Future policy benefits$81,462
 $77,812
 
Unpaid policy claims2,879
 2,857
 
Other policy liabilities11,452
 12,122
 
Total Japan policy liabilities95,793
 92,791
 
U.S. segment:    
Future policy benefits9,405
 9,137
 
Unpaid policy claims1,779
 1,727
 
Other policy liabilities111
 117
 
Total U.S. policy liabilities11,295
 10,981
 
Consolidated:    
Future policy benefits90,335
 86,368
 
Unpaid policy claims4,659
 4,584
 
Other policy liabilities11,560
 12,236
 
Total consolidated policy liabilities (1)
$106,554
 $103,188
 
(1) The sum of the Japan and U.S. segments exceeds the total due to reinsurance and retrocession activity.

See Note 7 of the Notes to the Consolidated Financial Statements for additional information on the Company's policy liabilities.

BENEFIT PLANS

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

POLICYHOLDER PROTECTION
Policyholder Protection Corporation

The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. In November 2016, Japan's Diet passed legislation that again extends the government's fiscal support of the LIPPC through March 2022. Effective April 2014, the annual LIPPC contribution amount for the total life industry was lowered from ¥40 billion to ¥33 billion. Aflac Japan recognized an expense of ¥1.9 billion and ¥2.0 billion for the years ended December 31, 2019 and 2018, respectively, for LIPPC assessments.

Guaranty Fund Assessments

Under U.S. state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies that write the same line or similar lines of business. The amount of the guaranty fund assessment that an insurer is assessed is based on its proportionate share of premiums in that state. See Note 15 of the Notes to the Consolidated Financial Statements for further information on the assessment.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2019, the Company had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 15 of the Notes to the Consolidated Financial Statements for information on material unconditional purchase obligations that are not recorded on the Company's balance sheet.

57


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


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

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

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

The Company's cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased, all of which has minimal market, settlement or other risk exposure. The target minimum amount for the Parent Company’s cash and cash equivalents is approximately $2.0 billion to provide available capital and liquidity support at the holding company.Aflac Japan and Aflac U.S. provide the primary sources of liquidity to the Parent Company through the payment of dividends and management fees. The following table presents the amounts provided to the Parent Company for the years ended December 31.
Liquidity Provided by Subsidiaries to Parent Company
(In millions)2019 2018 
Dividends declared or paid by subsidiaries$3,466

$1,817
 
Management fees paid by subsidiaries151
 204
 
The decline in dividends during 2018 was driven by a change in the dividend regulatory approval process subsequent to the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018. The Company resumed dividend payments from Aflac Japan in the fourth quarter of 2018. Management fees decreased during 2019 and 2018, compared to prior years, due to changes in the administration of intercompany expenses between legal entities subsequent to the conversion, as well.

Prior to the Aflac Japan branch conversion, Aflac Japan paid allocated expenses and profit remittances to Aflac U.S. The following table details Aflac Japan remittances for the years ended December 31.

Aflac Japan Remittances
(In millions of dollars and billions of yen)2019 2018 
Aflac Japan management fees paid to Parent Company$75
 $136
 
Expenses allocated to Aflac Japan (in dollars)4
 24
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in dollars)2,070
 808
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in yen)¥225.2
 ¥89.7
 

In 2018, the Company announced a change in its internal dividend policy which allows the Company to increase the proportion of regulatory earnings transferred from Aflac U.S. and Aflac Japan to the Parent Company. The Company intends to maintain higher than historical levels of capital and liquidity at the Parent Company with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a portfolio of unhedged U.S. dollar based investments at Aflac Japan and consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan in light of potentially rising hedge costs and other factors. See the "Hedging Activity" subsection in this MD&A for more information.


58


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that allows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. In August 2018, the Parent Company filed a shelf registration with Japanese regulatory authorities that allows the Parent Company to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to ¥200 billion or its equivalent through August 2020. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of December 31, 2019, the Parent Company and Aflac had four lines of credit with third parties and three intercompany lines of credit. For additional information, see Note 9 of the Notes to the Consolidated Financial Statements.

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

Major Contractual Obligations

The following table presents the estimated payments by period of the Company's major contractual obligations as of December 31, 2019. The Company translated its yen-denominated obligations using the December 31, 2019, exchange rate. Actual future payments as reported in dollars will fluctuate with changes in the yen/dollar exchange rate.
Distribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows

The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table summarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 

Operating Activities
The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.
The Company expects its future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.
Investing Activities
The Company's investment objectives provide for liquidity primarily through the purchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of an arrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and repaid $217 million under this program during 2019. As of December 31, 2019, Aflac U.S. had outstanding borrowings of $403 million reported in its balance sheet.


60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In December 2019, the Parent Company issued four series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds from the October 2018 issuance of its senior notes to redeem $550 million of the Parent Company's 2.40% senior notes due in 2020.

See Note 9 of the Notes to the Consolidated Financial Statements for further information on the debt issuances discussed above.

The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019.

Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the years ended December 31.

61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Treasury Stock Purchased
(In millions of dollars and thousands of shares)2019 2018 
Treasury stock purchases$1,627
 $1,301
 
Number of shares purchased:    
Share repurchase program31,994
 28,949
 
Other592
 392
 
   Total shares purchased32,586
 29,341
 

Treasury Stock Issued
(In millions of dollars and thousands of shares)2019 2018 
Stock issued from treasury:    
   Cash financing$49
 $58
 
   Noncash financing50
 17
 
   Total stock issued from treasury$99
 $75
 
Number of shares issued2,324
 1,939
 

Under share repurchase authorizations from the Company's board of directors, the Company purchased 32.0 million shares of its common stock in 2019, compared with 28.9 million shares in 2018. As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors. The Company currently plans to repurchase $1.3 billion to $1.7 billion of its common stock in 2020, assuming stable capital conditions and absent compelling alternatives. See Note 11 of the Notes to the Consolidated Financial Statements for additional information.

Cash dividends paid to shareholders in 2019 of $1.08 per share increased 3.8% over 2018. The following table presents the dividend activity for the years ended December 31.

Dividends Paid to Shareholders
(In millions)2019 2018 
Dividends paid in cash$771
 $793
 
Dividends through issuance of treasury shares30
 8
 
Total dividends to shareholders$801
 $801
 

In January 2020, the board of directors announced a 3.7% increase in the quarterly cash dividend, effective with the first quarter of 2020. The first quarter 2020 cash dividend of $.28 per share is payable on March 2, 2020, to shareholders of record at the close of business on February 19, 2020.

Regulatory Restrictions

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. Subsequent to the Japan branch conversion to a subsidiary, Aflac Japan is domiciled in Japan and subject to local regulations. The Nebraska Department of Insurance imposes certain limitations and restrictions on payments of dividends, management fees, loans and advances to the Parent Company. Under Nebraska insurance law, prior approval of the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangements and other transactions within the affiliated group of companies. These regulatory limitations are not expected to affect the level of management fees or dividends paid to the Parent Company. (See below for discussion of restrictions imposed by Japanese insurance regulators.) A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.


62


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations.

Aflac's company action level RBC ratio was 539% as of December 31, 2019, compared with 560% at December 31, 2018. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac's total adjusted capital of $2.2 billion exceeded the company action level required capital and surplus of $.4 billion by $1.8 billion. With the announcement of the Japan branch conversion to a subsidiary, we had announced our intention to remove excess capital out of Aflac, targeting a 500% RBC by the end of 2019. As of December 31, 2019, the Company has completed the RBC drawdown plan and has moved $1.75 billion of capital from Aflac to the Parent Company, supporting the Company's capital deployment and risk management activities.

The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2020 in excess of $864 million would be considered extraordinary and require such approval. Following the Japan branch conversion to a subsidiary, the Company used extraordinary dividends as needed to actively manage to appropriate RBC levels that are lower yet sufficient to maintain ratings and support prudent capital management. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York. See Note 13 of the Notes to the Consolidated Financial Statements for information regarding the impact of permitted practices by the Nebraska Department of Insurance on the Company's statutory capital and surplus.

The NAIC considers its Solvency Modernization Initiative (SMI) process relating to updating the U.S. insurance solvency regulation framework to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/or are near completion; however, the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements as well as RBC.In addition, the NAIC is also considering changes to investment risk factors. Any negative developments by the NAIC in these areas could result in increased capital requirements for the Company.

Aflac is subject to the NAIC’s Own Risk and Solvency Assessment (ORSA). Through the ORSA requirements, Aflac is expected to regularly, no less than annually, conduct an ORSA to assess the adequacy of its risk management framework, and its current and estimated projected future solvency position; internally document the process and results of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2019, Aflac filed its ORSA report with the Nebraska Department of Insurance.

In addition to limitations and restrictions imposed by U.S. insurance regulators, after the Japan branch conversion on April 1, 2018, the new Japan subsidiary is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥110 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 8 and 9 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criteria relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain

63


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments.(See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.)

Aflac's SMR ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. As part of the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018, the Company experienced an accounting-driven decline in the SMR of approximately 130 points, compared with the SMR as of December 31, 2017. The Company expects to be able to pay dividends out of certain accounts, thus restoring this accounting impact over an estimated three-year period.

The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA in determining if an economic value-based solvency regime in Japan will be appropriate for the insurance industry.

Privacy and Cybersecurity Governance

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

Other

For information regarding commitments and contingent liabilities, see Note 15 of the Notes to the Consolidated Financial Statements.

Additional Information

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

CRITICAL ACCOUNTING ESTIMATES

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

64


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

of December 31, 2019, and thus has a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results.

Valuation of Investments, Including Derivatives, and Recognition of Other-than-Temporary Impairments

Aflac's investments, primarily consisting of debt and equity securities, include both publicly issued and privately issued securities. For publicly issued securities, the Company determines the fair values from quoted market prices readily available from public exchange markets and price quotes and valuations from third party pricing vendors. For the majority of privately issued securities within the Company's investment portfolio, a third party pricing vendor has developed valuation models that the Company utilizes to determine fair values. For the remaining privately issued securities, the Company uses non-binding price quotes from outside brokers.

The Company estimates the fair values of its securities on a monthly basis. The Company monitors the estimated fair values obtained from its pricing vendors and brokers for consistency from month to month, while considering current market conditions. The Company also periodically discusses with its pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, the Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, the Company may compare the inputs to relevant market indices and other performance measurements. Based on management's analysis, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. The Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.

The Company routinely reviews its investments that have experienced declines in fair value to determine if the decline is other than temporary. The identification of distressed investments, the determination of fair value if not publicly traded and the assessment of whether a decline is other than temporary involve significant management judgment. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. This process requires consideration of risks, which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk. Management updates its evaluations regularly and reflects impairment losses in the Company's net earnings or other comprehensive income, depending on the nature of the loss, as such evaluations are revised.

See Notes 1, 3, 4 and 5 of the Notes to the Consolidated Financial Statements for additional information.

Deferred Policy Acquisition Costs and Policy Liabilities

Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

Deferred Policy Acquisition CostsDistribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows

The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table presents deferred policy acquisition costssummarizes consolidated cash flows by segmentactivity for the years ended December 31.
(In millions)2016 2015 % Change     
Aflac Japan$5,765
 $5,370
 7.4%
(1) 
Aflac U.S.3,228
 3,141
 2.8
 
Total$8,993
 $8,511
 5.7% 
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 
(1) Aflac Japan’s deferred policy acquisition costs increased 3.7% in yen during the year ended December 31, 2016.

See Note 6 of the Notes to the Consolidated Financial Statements for additional information on our deferred policy acquisition costs.

Policy Liabilities
The following table presents policy liabilities by segment for the years ended December 31.
(In millions)2016 2015 % Change       
Aflac Japan$84,141
 $78,460
 7.2 %
(1) 
Aflac U.S.10,212
 9,815
 4.0
 
Other91
 43
 100.0
 
Intercompany eliminations (2)
(718) (687) (100.0) 
Total$93,726
 $87,631
 7.0 % 
(1) Aflac Japan’s policy liabilities increased 3.6% in yen during the year ended December 31, 2016.
(2) Elimination entry necessary due to recapture of a portion of policy liabilities ceded externally, as a result of the reinsurance retrocession transaction as described in Note 8 of the Notes to the Consolidated Financial Statements.

See Note 7 of the Notes to the Consolidated Financial Statements for additional information on our policy liabilities.


62



Notes Payable
As of January 1, 2016, we adopted updated accounting guidance related to the presentation of debt issuance costs and have reclassified debt issuance costs related to a debt liability as a direct deduction from the carrying amount of that debt liability. Prior year amounts have been adjusted to reflect the current year adoption. See Note 1 of the accompanying Notes to the Consolidated Financial Statements for additional information.

Notes payable totaled $5.4 billion at December 31, 2016, compared with $5.0 billion at December 31, 2015.

In September 2016, the Parent Company issued two series of senior notes totaling $700 million through a U.S. public debt offering. The first series, which totaled $300 million, bears interest at a fixed rate of 2.875% per annum, payable semi-annually, and has a 10-year maturity. The second series, which totaled $400 million, bears interest at a fixed rate of 4.00% per annum, payable semi-annually, and has a 30-year maturity.

In September 2016, the Parent Company entered into two series of senior unsecured term loan facilities totaling 30.0 billion yen. The first series, which totaled 5.0 billion yen, bears an interest rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin. The applicable margin ranges between .20% and .60%, depending on the Parent Company's debt ratings as of the date of determination. The second series, which totaled 25.0 billion yen, bears an interest rate per annum equal to TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin. The applicable margin ranges between .35% and .75%, depending on the Parent Company's debt ratings as of the date of determination.

In December 2016, the Parent Company completed a tender offer in which it extinguished $176 million principal of its 6.90% senior notes due 2039 and $193 million principal of its 6.45% senior notes due 2040. The pretax non-operating loss due to the early redemption of these notes was $137 million ($89 million after-tax, or $.21 per diluted share).

In September 2016, we extinguished 8.0 billion yen of 2.26% fixed rate Uridashi notes upon their maturity and in July 2016, we extinguished 15.8 billion yen of 1.84% fixed rate Samurai notes upon their maturity.

Subsequent to December 31, 2016, in January 2017 the Parent Company issued 60.0 billion yen of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of .932% per annum, payable semi-annually, and have a 10-year maturity. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

See Note 9 of the accompanying Notes to the Consolidated Financial Statements for additional information on our notes payable.

Benefit Plans
Aflac Japan and Aflac U.S. have various benefit plans. For additional information on our Japanese and U.S. plans, see Note 14 of the Notes to the Consolidated Financial Statements.

Policyholder Protection
The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. On March 30, 2012, the Diet approved legislation to enhance the stability of the LIPPC by extending the government's fiscal support of the LIPPC through March 2017. On November 25, 2016, Japan's Diet passed legislation that again extends the government's fiscal support of the LIPPC through March 2022. Effective April 2014, the annual LIPPC contribution amount for the total life industry was lowered from 40 billion yen to 33 billion yen.

Off-Balance Sheet Arrangements

As of December 31, 2016, we had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 15 of the Notes to the Consolidated Financial Statements for information on material unconditional purchase obligations that are not recorded on our balance sheet.

63



CAPITAL RESOURCES AND LIQUIDITY
Aflac provides the primary sources of liquidity to the Parent Company through dividends and management fees. The following table presents the amounts provided for the years ended December 31.
Liquidity Provided by Aflac to Parent Company
(In millions)2016 2015 2014 
Dividends declared or paid by Aflac$2,000
 $2,393
 $1,473
 
Management fees paid by Aflac260
 255
 267
 

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses. The Parent Company's sources and uses of cash are reasonably predictable and are not expected to change materially in the future. For additional information, see the FinancingOperating Activities subsection of this MD&A.

The Parent Company also accesses debt security markets to provide additional sources of capital. In August 2016, we filed a shelf registration statement with Japanese regulatory authorities that allows us to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to 200 billion yen or its equivalent through August 2018. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. We filed a shelf registration statement with the SEC in May 2015 that allows us to issue an indefinite amount of senior and subordinated debt, in one or more series, from time to time until May 2018. We believe outside sources for additional debt and equity capital, if needed, will continue to be available. For additional information, see Note 9 of the Notes to the Consolidated Financial Statements.

The principal sources of cash inflows for ourthe Company's insurance operations areactivities come from insurance premiums and investment income. The primary usesprincipal cash outflows are the result of cash by our insurance operations are investments, policy claims, commissions, operating expenses, income taxes and payments to the Parent Company for management fees and dividends. Both the sources and uses of cash are reasonably predictable.

When making an investment decision, our first consideration is based on product needs. Our investment objectives provide for liquidity through the purchase of investment-grade debt securities. These objectives also take into account duration matching, and because of the long-term nature of our business, we have adequate time to react to changing cash flow needs.

tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments. We expect our
The Company expects its future cash flows from premiums and ourits investment portfolio to be sufficient to meet ourits cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.

In October 2016,Investing Activities
The Company's investment objectives provide for liquidity primarily through the Parentpurchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac jointly entered into a 364-day uncommitted bilateral lineU.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of credit that provides for borrowings in the amountan arrangement with Federal Home Loan Bank of $100 million. Borrowings will bear interest at the rate quotedAtlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by the bankacceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and agreed upon at the time of making such loan and will have up to a three-month maturity period. There are no related facility fees, upfront expenses or financial covenant requirements. Borrowingsrepaid $217 million under this credit agreement may be used for general corporate purposes. Borrowings under the financing agreement will mature no later than three months after the last drawdown date of October 14, 2017.program during 2019. As of December 31, 2016, we did not have any2019, Aflac U.S. had outstanding borrowings outstanding under our $100of $403 million credit agreement.reported in its balance sheet.



60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In March 2016,December 2019, the Parent Company entered intoissued four series of senior notes totaling ¥38.0 billion through a three-yearpublic debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior unsecured revolving creditterm loan facility. The first tranche of the facility, agreement withwhich totaled ¥5.0 billion, bears interest at a grouprate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of financial institutions that provides for borrowingsthe date of up to 100.0determination. The second tranche, which totaled ¥25.0 billion, yen on a revolving basis. Borrowings bearbears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus at our option, either (a) the applicable TIBOR margin during the period from the closing date to the commitment termination date or (b) the applicable TIBOR margin during the term out period.and will mature in September 2029. The applicable margin ranges between .35%.45% and .75% during the period from the closing date to the commitment termination date and .70% and 1.50% during the term out period,1.00%, depending on the Parent Company’sCompany's debt ratings as of the date of determination.

In addition, the Parent Company is required to pay a facility fee on the commitments ranging between .30% and .50%, also based on the Parent Company’s debt ratings asApril 2019, ALIJ issued ¥30.0 billion (par value) of the date of determination. Borrowings under this credit agreement may be used for general corporate purposes, including a capital contingency plan for the operations of the Parent Company, and will expire on the earlier of (a) March 31, 2019, or (b) the date the commitments

64



are terminated pursuant to an event of default, as such term is defined in the credit agreement. The credit facility requires compliance with certain financial covenants on a quarterly basis. As of December 31, 2016, we did not have any borrowings outstanding under our 100.0 billion yen revolving credit agreement.

The Parent Company and Aflac have a five-year senior unsecured revolving credit facility agreement with a syndicate of financial institutions that provides for borrowings of up to 55.0 billion yen or the equivalent of yen in U.S. dollars on a revolving basis. This credit agreement provides for borrowings in Japanese yen or the equivalent of Japanese yen in U.S. dollars on a revolving basis. Borrowingsperpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 at our option, either (a) a eurocurrency rate determined by referencethe greater of: (i) the aggregate principal amount of the notes to be redeemed or (ii) the amount equal to the London Interbank Offered Rate (LIBOR)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 period relevantaccrued as of such redemption date, discounted to such borrowing adjustedredemption date on a semiannual basis at the yield to maturity for certain additional costs or (b) a base rate determined by referenceU.S.Treasury security with a maturity comparable to the highestremaining term of (1) the federal funds effective ratenotes, plus ½ of 1%, (2) the rate of interest for such day announced by Mizuho Bank, Ltd. as its prime rate and (3) the eurocurrency rate for an interest period of one month25 basis points, plus 1.00%, in each case, plus an applicable margin. The applicable margin ranges between .79%accrued and 1.275% for eurocurrency rate borrowings and 0.0% and .275% for base rate borrowings, dependingunpaid interest on the Parent Company’s debt ratings asprincipal amount of the date of determination. notes to be redeemed to, but excluding, such redemption date.

In addition,October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and Aflac are required to paywill mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a facility fee onfixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the commitments ranging between .085% and .225%, also based onoccurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company’s debt ratings asCompany used the net proceeds from the October 2018 issuance of the date of determination. Borrowings under the amended and restated credit facility may be used for general corporate purposes, including a capital contingency plan for the operationsits senior notes to redeem $550 million of the Parent Company and Aflac. The amended and restated credit facility requires compliance with certain financial covenants on a quarterly basis and will expireCompany's 2.40% senior notes due in 2020.

See Note 9 of the Notes to the Consolidated Financial Statements for further information on the earlier of (a) September 18, 2020, or (b) the date the commitments are terminated pursuant to an event of default, as such term is defined in the credit agreement. As of December 31, 2016, we did not have any borrowings outstanding under our 55.0 billion yen revolving credit agreement.debt issuances discussed above.


The Parent Company and Aflac have an uncommitted bilateral line of credit with a third party that provides for borrowings in the amount of $50 million. Borrowings will bear interest at the rate quoted by the bank and agreed upon at the time of making such loan and will have up to a three-month maturity period. There are no related facility fees, upfront expenses or financial covenant requirements. Borrowings under this credit agreement may be used for general corporate purposes. As of December 31, 2016, we did not have any borrowings outstanding under our $50 million credit agreement.

Our financial statements convey our financing arrangements during the periods presented. We have not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in our balance sheet. We werewas in compliance with all of the covenants of ourits notes payable and lines of credit at December 31, 2016. We have not entered into transactions involving2019.

Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the transferyears ended December 31.

61


Item 7. Management's Discussion and Analysis of financial assetsFinancial Condition and Results of Operations


Treasury Stock Purchased
(In millions of dollars and thousands of shares)2019 2018 
Treasury stock purchases$1,627
 $1,301
 
Number of shares purchased:    
Share repurchase program31,994
 28,949
 
Other592
 392
 
   Total shares purchased32,586
 29,341
 

Treasury Stock Issued
(In millions of dollars and thousands of shares)2019 2018 
Stock issued from treasury:    
   Cash financing$49
 $58
 
   Noncash financing50
 17
 
   Total stock issued from treasury$99
 $75
 
Number of shares issued2,324
 1,939
 

Under share repurchase authorizations from the Company's board of directors, the Company purchased 32.0 million shares of its common stock in 2019, compared with an obligation28.9 million shares in 2018. As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors. The Company currently plans to repurchase financial assets that have been accounted for as a sale under applicable accounting standards, including securities lending transactions.$1.3 billion to $1.7 billion of its common stock in 2020, assuming stable capital conditions and absent compelling alternatives. See Notes 1, 3, and 4Note 11 of the Notes to the Consolidated Financial Statements for more information on our securities lending and derivative activities. With the exceptionadditional information.

Cash dividends paid to shareholders in 2019 of disclosed activities in those referenced footnotes, we do not have a known trend, demand, commitment, event or uncertainty that would reasonably result in our liquidity increasing or decreasing by a material amount. Our cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased, all of which has minimal market, settlement or other risk exposure.

$1.08 per share increased 3.8% over 2018. The following table presents the estimateddividend activity for the years ended December 31.

Dividends Paid to Shareholders
(In millions)2019 2018 
Dividends paid in cash$771
 $793
 
Dividends through issuance of treasury shares30
 8
 
Total dividends to shareholders$801
 $801
 

In January 2020, the board of directors announced a 3.7% increase in the quarterly cash dividend, effective with the first quarter of 2020. The first quarter 2020 cash dividend of $.28 per share is payable on March 2, 2020, to shareholders of record at the close of business on February 19, 2020.

Regulatory Restrictions

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. Subsequent to the Japan branch conversion to a subsidiary, Aflac Japan is domiciled in Japan and subject to local regulations. The Nebraska Department of Insurance imposes certain limitations and restrictions on payments by period of our major contractual obligationsdividends, management fees, loans and advances to the Parent Company. Under Nebraska insurance law, prior approval of the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangements and other transactions within the affiliated group of companies. These regulatory limitations are not expected to affect the level of management fees or dividends paid to the Parent Company. (See below for discussion of restrictions imposed by Japanese insurance regulators.) A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.


62


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations.

Aflac's company action level RBC ratio was 539% as of December 31, 2016. We translated our yen-denominated obligations using the 2019, compared with 560% at December 31, 20162018. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac's total adjusted capital of $2.2 billion exceeded the company action level required capital and surplus of $.4 billion by $1.8 billion. With the announcement of the Japan branch conversion to a subsidiary, we had announced our intention to remove excess capital out of Aflac, targeting a 500% RBC by the end of 2019. As of December 31, 2019, the Company has completed the RBC drawdown plan and has moved $1.75 billion of capital from Aflac to the Parent Company, supporting the Company's capital deployment and risk management activities.

The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2020 in excess of $864 million would be considered extraordinary and require such approval. Following the Japan branch conversion to a subsidiary, the Company used extraordinary dividends as needed to actively manage to appropriate RBC levels that are lower yet sufficient to maintain ratings and support prudent capital management. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York. See Note 13 of the Notes to the Consolidated Financial Statements for information regarding the impact of permitted practices by the Nebraska Department of Insurance on the Company's statutory capital and surplus.

The NAIC considers its Solvency Modernization Initiative (SMI) process relating to updating the U.S. insurance solvency regulation framework to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/or are near completion; however, the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements as well as RBC.In addition, the NAIC is also considering changes to investment risk factors. Any negative developments by the NAIC in these areas could result in increased capital requirements for the Company.

Aflac is subject to the NAIC’s Own Risk and Solvency Assessment (ORSA). Through the ORSA requirements, Aflac is expected to regularly, no less than annually, conduct an ORSA to assess the adequacy of its risk management framework, and its current and estimated projected future solvency position; internally document the process and results of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2019, Aflac filed its ORSA report with the Nebraska Department of Insurance.

In addition to limitations and restrictions imposed by U.S. insurance regulators, after the Japan branch conversion on April 1, 2018, the new Japan subsidiary is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥110 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 8 and 9 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criteria relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain

63


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments.(See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.)

Aflac's SMR ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac Japan's SMR was 1,043%, exchange rate. Actual future paymentscompared with 965% at December 31, 2018. As part of the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018, the Company experienced an accounting-driven decline in the SMR of approximately 130 points, compared with the SMR as reportedof December 31, 2017. The Company expects to be able to pay dividends out of certain accounts, thus restoring this accounting impact over an estimated three-year period.

The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA in dollarsdetermining if an economic value-based solvency regime in Japan will fluctuatebe appropriate for the insurance industry.

Privacy and Cybersecurity Governance

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


Other

For information regarding commitments and contingent liabilities, see Note 15 of the Notes to the Consolidated Financial Statements.

Additional Information

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

CRITICAL ACCOUNTING ESTIMATES

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

6564




Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

of December 31, 2019, and thus has a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results.

Valuation of Investments, Including Derivatives, and Recognition of Other-than-Temporary Impairments

Aflac's investments, primarily consisting of debt and equity securities, include both publicly issued and privately issued securities. For publicly issued securities, the Company determines the fair values from quoted market prices readily available from public exchange markets and price quotes and valuations from third party pricing vendors. For the majority of privately issued securities within the Company's investment portfolio, a third party pricing vendor has developed valuation models that the Company utilizes to determine fair values. For the remaining privately issued securities, the Company uses non-binding price quotes from outside brokers.

The Company estimates the fair values of its securities on a monthly basis. The Company monitors the estimated fair values obtained from its pricing vendors and brokers for consistency from month to month, while considering current market conditions. The Company also periodically discusses with its pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, the Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, the Company may compare the inputs to relevant market indices and other performance measurements. Based on management's analysis, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. The Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.

The Company routinely reviews its investments that have experienced declines in fair value to determine if the decline is other than temporary. The identification of distressed investments, the determination of fair value if not publicly traded and the assessment of whether a decline is other than temporary involve significant management judgment. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. This process requires consideration of risks, which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk. Management updates its evaluations regularly and reflects impairment losses in the Company's net earnings or other comprehensive income, depending on the nature of the loss, as such evaluations are revised.

See Notes 1, 3, 4 and 5 of the Notes to the Consolidated Financial Statements for additional information.

Deferred Policy Acquisition Costs and Policy Liabilities

Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

Distribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$76,106
  $240,650
 $8,410
 $16,949
 $16,664
 $198,627
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,045
  4,046
 2,644
 766
 348
 288
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
6,659
 10,254
 319
 364
 465
 9,106
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
5,339
  5,388
 650
 0
 593
 4,145
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
41
  2,910
 182
 360
 335
 2,033
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
526
 526
 526
 0
 0
 0
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
608
 167
 297
 144
 0
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 15)
N/A
(4) 
145
 62
 59
 24
 0
Capitalized lease obligations (Note 9)
21
  21
 6
 11
 3
 1
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$92,737
  $264,548
 $12,966
 $18,806
 $18,576
 $214,200
$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $15$17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2016.2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with ourthe Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $240,650$244,884 exceeds the corresponding liability amount of $76,106. We have$90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable


For more information on ourthe Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.


The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows


We translateThe Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.


The following table summarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2016 2015 2014 2019 2018 
Operating activities$5,987
 $6,776
 $6,550
 $5,455
 $6,014
 
Investing activities(3,855) (4,897) (4,241) (3,171) (3,582) 
Financing activities(1,619) (2,187) (147) (1,713) (1,616) 
Exchange effect on cash and cash equivalents(4) 0
 (47) (12) 30
 
Net change in cash and cash equivalents$509
 $(308) $2,115
 $559
 $846
 


Operating Activities

The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.
The Company expects its future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 11.6%9.3% in 2016,2019, compared with 2015. The following table summarizes operating cash flows by source for the years ended December 31.
2018.
(In millions)2016 2015 2014 
Aflac Japan$4,605
 $5,285
 $5,711
 
Aflac U.S. and other operations1,382
 1,491
 839
 
Total$5,987
 $6,776
 $6,550
 

Investing Activities

66



The levelCompany's investment objectives provide for liquidity primarily through the purchase of Aflac Japan operating cash flows during 2016 and 2015 was impacted by a decline in the sales of products such as WAYS, which resulted in a reduced amount of cash received from discounted advance premiums. We do not expect this trend to continue in 2017.

Investing Activities

Operating cash flow is primarily used to purchase investments to meet future policy obligations. The following table summarizes investing cash flows by source for the years ended December 31.
(In millions)2016 2015 2014 
Aflac Japan$(3,075) $(4,147) $(4,129) 
Aflac U.S. and other operations(780) (750) (112) 
Total$(3,855) $(4,897) $(4,241) 

publicly traded investment-grade debt securities. Prudent portfolio management dictates that we attemptthe Company attempts to match the duration of ourits assets with the duration of ourits liabilities. Currently, when our fixed-maturity securities and perpetualthe Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of ourthe Company's business and ourits strong cash flows provide usthe Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. When neededFrom time to time or when market opportunities arise, we disposethe Company disposes of selected fixed-maturity and perpetualfixed maturity securities that are available for sale to improve the duration matching of our assets and liabilities, improve future investment yields, and/or re-balance ourits portfolio. As a result, dispositions before maturity can vary significantly from year to year. Dispositions before maturity were approximately 7%

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of an arrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and repaid $217 million under this program during 2019. As of December 31, 2019, Aflac U.S. had outstanding borrowings of $403 million reported in its balance sheet.


60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

See Note 3 of the annual averageNotes to the Consolidated Financial Statements for details on certain investment portfolio of fixed maturities and perpetual securities available for sale during the year ended December 31, 2016, compared with 5% in 2015 and 6% in 2014.commitments.


Financing Activities


Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2016, $2.2 billion in 2015 and $147 million in 2014.2018.


In September 2016,December 2019, the Parent Company issued twofour series of senior notes totaling $700 million¥38.0 billion through a U.S. public debt offering.offering under its U.S. shelf registration statement. The first series, which totaled $300 million,¥12.6 billion, bears interest at a fixed rate of 2.875%.500% per annum, payable semi-annually, and has a 10-year maturity.will mature in December 2029. The second series, which totaled $400 million,¥9.3 billion, bears interest at a fixed rate of 4.00%.843% per annum, payable semi-annually, and haswill mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a 30-year maturity.fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.


In September 2016,2019, the Parent Company entered into two series ofrenewed a ¥30.0 billion senior unsecured term loan facilities totaling 30.0 billion yen.facility. The first series,tranche of the facility, which totaled 5.0¥5.0 billion, yen, bears an interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin.margin and will mature in September 2029. The applicable margin ranges between .20%.45% and .60%, depending on the Parent Company's debt ratings as of the date of determination. The second series, which totaled 25.0 billion yen, bears an interest rate per annum equal to TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin. The applicable margin ranges between .35% and .75%1.00%, depending on the Parent Company's debt ratings as of the date of determination.


In December 2016, the Parent Company completed a tender offer in which it extinguished $176 million principalApril 2019, ALIJ issued ¥30.0 billion (par value) of its 6.90% senior notes due 2039 and $193 million principal of its 6.45% senior notes due 2040. The pretax non-operating loss due to the early redemption of these notes was $137 million ($89 million after-tax, or $.21 per diluted share).

In September 2016, we extinguished 8.0 billion yen of 2.26% fixed rate Uridashi notes upon their maturity and in July 2016, we extinguished 15.8 billion yen of 1.84% fixed rate Samurai notes upon their maturity.

In August 2015, we extinguished $300 million of 3.45% fixed-rate senior notes upon their maturity. In August 2015, we extinguished a 5.0 billion yen loan at its maturity date (a total of approximately $41 million using the exchange rate at the maturity date). In July 2015, we extinguished a 10.0 billion yen loan at its maturity date (a total of approximately $81 million using the exchange rate at the maturity date).

In March 2015, the Parent Company issued two series of senior notes totaling $1.0 billion through a U.S. public debt offering. The first series, which totaled $550 million, bearsperpetual subordinated bonds. These bonds bear interest at a fixed rate of 2.40%.963% per annum payable semi-annually, and hasthen at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a five-year maturity. The second series, which totaled $450 million, bears interest at a fixed ratestated maturity date of 3.25% per annum, payable semi-annually, and has a ten-year maturity. We have entered into cross-currency swaps that convert the U.S. dollar-denominated principal and interest on the senior notes into yen-denominated obligations which

67



results in lower nominal net interest rates on the debt. By entering into these cross-currency swaps, we economically converted our $550 million liability into a 67.0 billion yen liability and reduced the interest rate on this debt from 2.40% in dollars to .24% in yen, and we economically converted our $450 million liability into a 55.0 billion yen liability and reduced the interest rate on this debt from 3.25% in dollars to .82% in yen. In April 2015, the Parent Company used $1.0 billion of fixed-rate senior notes that were issued in March 2015 to redeem all of our $850 million 8.50% fixed-rate senior notes due May 201916, 2049 and to pay a portionremove provisions that permitted ALIJ to defer payments of the corresponding $230 million make-whole premium due to the investors of these notes.interest under certain circumstances.


In November 2014,October 2018, the Parent Company issued $750$550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds were used for general corporate purposes. In July 2014, we redeemed 28.7 billion yenfrom the October 2018 issuance of our fixed rate Samuraiits senior notes and 5.5 billion yento redeem $550 million of our variable rate Samuraithe Parent Company's 2.40% senior notes upon their maturity (a total of approximately $335 million using the exchange rate on the date of redemption).due in 2020.


See Note 9 of the Notes to the Consolidated Financial Statements for further information on the debt issuances discussed above.


Cash returned to shareholders through dividends and treasury stock purchasesThe Company was $2.1 billion in 2016, compared with $2.0 billion in 2015 and $1.9 billion in 2014.

See our preceding discussion in this Capital Resources and Liquidity section of MD&A regarding the 364-day uncommitted bilateral line of credit entered into by the Parent Company and Aflac in October 2016 in the amount of $100 million; the three-year senior unsecured revolving credit facility agreements entered into by the Parent Company in March 2016 in the amount of 100 billion yen; the five-year senior unsecured revolving credit facility agreement entered into by the Parent Company and Aflac in September 2015 in the amount of 55 billion yen; and the $50 million uncommitted bilateral line of credit entered into by the Parent Company and Aflac in February 2015. As of December 31, 2016, no borrowings were outstanding under these lines of credit.

We were in compliance with all of the covenants of ourits notes payable and lines of credit at December 31, 2016.2019.


Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the years ended December 31.

61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Treasury Stock PurchasedAflac Japan Remittances
(In millions of dollars and thousands of shares)2016 2015 2014 
Treasury stock purchases$1,422
 $1,315
 $1,210
 
Number of shares purchased:      
Open market21,618
 21,179
 19,660
 
Other330
 247
 157
 
   Total shares purchased21,948
 21,426
 19,817
 
(In millions of dollars and billions of yen)2019 2018 
Aflac Japan management fees paid to Parent Company$75
 $136
 
Expenses allocated to Aflac Japan (in dollars)4
 24
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in dollars)2,070
 808
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in yen)¥225.2
 ¥89.7
 
Treasury Stock Issued
In 2018, the Company announced a change in its internal dividend policy which allows the Company to increase the proportion of regulatory earnings transferred from Aflac U.S. and Aflac Japan to the Parent Company. The Company intends to maintain higher than historical levels of capital and liquidity at the Parent Company with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a portfolio of unhedged U.S. dollar based investments at Aflac Japan and consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan in light of potentially rising hedge costs and other factors. See the "Hedging Activity" subsection in this MD&A for more information.


58


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that allows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. In August 2018, the Parent Company filed a shelf registration with Japanese regulatory authorities that allows the Parent Company to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to ¥200 billion or its equivalent through August 2020. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of December 31, 2019, the Parent Company and Aflac had four lines of credit with third parties and three intercompany lines of credit. For additional information, see Note 9 of the Notes to the Consolidated Financial Statements.

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

Major Contractual Obligations

The following table presents the estimated payments by period of the Company's major contractual obligations as of December 31, 2019. The Company translated its yen-denominated obligations using the December 31, 2019, exchange rate. Actual future payments as reported in dollars will fluctuate with changes in the yen/dollar exchange rate.
Distribution of Payments by Period
(In millions of dollars and thousands of shares)2016 2015 2014 
Stock issued from treasury:      
   Cash financing$46
 $36
 $33
 
   Noncash financing61
 64
 65
 
   Total stock issued from treasury$107
 $100
 $98
 
Number of shares issued1,852
 1,770
 1,763
 
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018

Under share repurchase authorizations from our board of directors, we purchased 21.6 million shares of our common stockLiabilities for unrecognized tax benefits in the openamount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in 2016, comparedamortizing deferred acquisition costs. These cash outflows are undiscounted with 21.2 million sharesrespect to interest and, as a result, the sum of the cash outflows shown for all years in 2015the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and 19.7 million sharescontracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in 2014. In August 2015, Aflac's boardthe Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of directors authorized the purchase of an additional 40 million sharescovenants of its common stock. Asnotes payable and lines of credit at December 31, 2016,2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a remaining balancesale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of 26.8 million sharesFinancial Condition and Results of our common stock was available for purchase under share repurchase authorizations by our board of directors. We currently plan to purchase $1.3 billion to $1.5 billion of our common stock in 2017, front-end loaded in the first half of the year.Operations

including securities lending transactions. See Note 11Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for additional information.more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange rate" and "Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.

Consolidated Cash Flows


68The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.




Cash dividends paid to shareholders in 2016 of $1.66 per share increased 5.1% over 2015. The 2015 dividend paid of $1.58 per share increased 5.3% over 2014. The following table presents the dividendsummarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2016 2015 2014 
Dividends paid in cash$658
 $656
 $654
 
Dividends through issuance of treasury shares27
 26
 26
 
Total dividends to shareholders$685
 $682
 $680
 
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 


In January 2017,Operating Activities
The principal cash inflows for the boardCompany's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of directors declaredpolicy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the first quarter 2017 cash dividendlife of $.43 per share. The dividend is payable on March 1, 2017, to shareholdersa policy. Therefore, future policy benefit reserves are accumulated in the early years of record at the close of business on February 15, 2017.

Regulatory Restrictions

Aflac and CAIC are domiciled in Nebraskaa policy and are subjectdesigned to help fund future claims payments.
The Company expects its regulations. future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.
Investing Activities
The Nebraska DepartmentCompany's investment objectives provide for liquidity primarily through the purchase of Insurance imposes certain limitationspublicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and restrictions on paymentsits strong cash flows provide the Company with the ability to minimize the effect of dividends, management fees, loansmismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and advancesliabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Parent Company. Under Nebraska insurance law, prior approvalAflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangementsCorporate and other transactions withinsegment. The central mission of Aflac Corporate Ventures is to support the affiliated grouporganic growth and business development needs of companies. These regulatory limitations are not expectedAflac Japan and Aflac U.S. with emphasis on digital applications designed to affectimprove the levelcustomer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of management fees or dividends paid to the Parent Company. A life insurance company’s statutory capitalan arrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of the Parent Company's Aflac New York insurance subsidiary. As of December 2016, CAIC was redomiciled from South Carolina to Nebraska.

The continued long-term growth of our business may require increases in the statutory capital and surplus of our insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, equity contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s risk-based capital (RBC) formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations. Aflac's company action level RBC ratio was 894% as of December 31, 2016, compared with 933% at December 31, 2015. Aflac's RBC ratio remains high and reflects a strong capital and surplus position.repaid $217 million under this program during 2019. As of December 31, 2016, Aflac's total adjusted capital2019, Aflac U.S. had outstanding borrowings of $12.0 billion exceeded the company action level required capital$403 million reported in its balance sheet.


60


Item 7. Management's Discussion and surplusAnalysis of $1.3 billion by $10.7 billion. The maximum amountFinancial Condition and Results of dividends that can be paid to the Parent Company by Aflac without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2017 in excess of $2.8 billion would require such approval. Operations

See Note 133 of the Notes to the Consolidated Financial Statements for information regardingdetails on certain investment commitments.

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In December 2019, the impactParent Company issued four series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted practices byALIJ to defer payments of interest under certain circumstances.

In October 2018, the Nebraska DepartmentParent Company issued $550 million of Insurance on our statutory capitalsenior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and surplus. The NAIC considers its Solvency Modernization Initiative (SMI) process relatingwill mature in January 2049. These notes are redeemable at the Parent Company's option in whole at any time or in part from time to updatingtime at a redemption price equal to the U.S. insurance solvency regulation frameworkgreater of: (i) the aggregate principal amount of the notes to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/redeemed or are near completion; however,(ii) the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements and group supervision as well as risk-based capital.

Aflac is subjectamount equal to the NAIC’s Own Risksum of the present values of the remaining scheduled payments for principal of and Solvency Assessment (ORSA), effective January 1, 2015. Throughinterest on the ORSA requirements, Aflac is expectednotes to regularly, no less than annually, conduct an ORSAbe redeemed, not including any portion of the payments of interest accrued as of such redemption date, discounted to assesssuch redemption date on a semiannual basis at the adequacyyield to maturity for a U.S.Treasury security with a maturity comparable to the remaining term of the notes, plus 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds from the October 2018 issuance of its risk management framework, and its current and estimated projected future solvency position; internally document the process and resultssenior notes to redeem $550 million of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2016, Aflac filed its ORSA report with the Nebraska Department of Insurance.Parent Company's 2.40% senior notes due in 2020.


In addition to limitations and restrictions imposed by U.S. insurance regulators, Japan’s FSA may not allow profit repatriations from Aflac Japan if the transfers would cause Aflac Japan to lack sufficient financial strength for the protection of policyholders. The FSA maintains its own solvency standard which is quantified through the SMR. Aflac

69



Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore we continue to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, we have two senior unsecured revolving credit facilities in the amounts of 100 billion yen and 55 billion yen, respectively, and a committed reinsurance facility in the amount of approximately 110 billion yen as a capital contingency plan. (see Notes 8 andSee Note 9 of the Notes to the Consolidated Financial Statements for additional information). We have already undertaken various measures to mitigatefurther information on the sensitivity of Aflac Japan's SMR. For example, we employ policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistentdebt issuances discussed above.

The Company was in compliance with corresponding liabilities. For U.S. GAAP, PRM investments are categorized as available for sale. We also use foreign currency derivatives to hedge a portion of our U.S. dollar-denominated investments.In the first quarter of 2015, Aflac Japan entered into a quota share arrangement to cede a portion of hospital benefits of one of our closed products. Under this coinsurance indemnity type of reinsurance, Aflac Japan released approximately 130 billion yen of FSA reserves. (See Notes 3, 4 and 8all of the Notes to the Consolidated Financial Statements for additional information on our investment strategies, hedging activities,covenants of its notes payable and reinsurance, respectively.) Aslines of credit at December 31, 2016, Aflac Japan's SMR2019.

Cash returned to shareholders through treasury stock purchases and dividends was 945%,$2.4 billion in 2019, compared with 828% at December 31, 2015. The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA$2.1 billion in determining if an economic value-based solvency regime in Japan will be appropriate for the insurance industry.2018.


Payments are made from Aflac Japan to the Parent Company for management fees and to Aflac U.S. for allocated expenses and remittances of earnings. The following table details Aflac Japan remittances fortables present a summary of treasury stock activity during the years ended December 31.


61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Aflac Japan Remittances
(In millions of dollars and billions of yen)2016 2015 2014 2019 2018 
Aflac Japan management fees paid to Parent Company$79
 $53
 $39
 $75
 $136
 
Expenses allocated to Aflac Japan (in dollars)106
 101
 71
 4
 24
 
Aflac Japan profit remittances to Aflac U.S. (in dollars)1,286
 2,139
 1,704
 
Aflac Japan profit remittances to Aflac U.S. (in yen)138.5
 259.0
 181.4
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in dollars)2,070
 808
 
Aflac Japan profit remittances to the Parent Company or Aflac U.S. (in yen)¥225.2
 ¥89.7
 


In 2018, the fourth quarter of 2014, we beganCompany announced a change in its internal dividend policy which allows the Company to increase the frequencyproportion of capital transfersregulatory earnings transferred from Aflac U.S. and Aflac Japan to the United StatesParent Company. The Company intends to better manage cash flow. Thismaintain higher than historical levels of capital repatriation is reflectedand liquidity at the Parent Company with the goals of addressing the Company’s hedge costs and related potential need for collateral and mitigating against long-term weakening of the Japanese yen. Further, the Company plans to continue to maintain a portfolio of unhedged U.S. dollar based investments at Aflac Japan and consider whether the amount of such investments should be increased or decreased relative to the Company’s view of economic equity surplus in Aflac Japan's SMR.Japan in light of potentially rising hedge costs and other factors. See the "Hedging Activity" subsection in this MD&A for more information.
We

58


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to cash and equivalents, the Company also maintains credit facilities, both intercompany and with external partners, and a number of other available tools to support liquidity needs on a global basis. In September 2018, the Parent Company filed a shelf registration statement with the SEC that allows the Company to issue an indefinite amount of debt securities, in one or more series, from time to time until September 2021. In August 2018, the Parent Company filed a shelf registration with Japanese regulatory authorities that allows the Parent Company to conduct public offerings of bonds in Japan, including yen-denominated Samurai notes, up to ¥200 billion or its equivalent through August 2020. The shelf registration statement is for possible public offerings in Japan, but the bonds issued under the shelf may be transferred by the bondholders to U.S. persons in compliance with U.S. law. The Company believes outside sources for additional debt and equity capital, if needed, will continue to be available. Additionally, as of December 31, 2019, the Parent Company and Aflac had four lines of credit with third parties and three intercompany lines of credit. For additional information, see Note 9 of the Notes to the Consolidated Financial Statements.

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness and operating expenses.

Major Contractual Obligations

The following table presents the estimated payments by period of the Company's major contractual obligations as of December 31, 2019. The Company translated its yen-denominated obligations using the December 31, 2019, exchange rate. Actual future payments as reported in dollars will fluctuate with changes in the yen/dollar exchange rate.
Distribution of Payments by Period
(In millions)
Total
Liability
(1)
 Total
Payments
 Less
Than
One Year
 
One to
Three Years
 Four to
Five Years
 After
Five Years
Future policy benefits liability (Note 7)(2)
$90,335
  $244,884
 $9,221
 $18,151
 $18,224
 $199,288
Unpaid policy claims liability (Note 7)(3)
4,659
  4,660
 2,985
 980
 394
 301
Other policyholders' funds (Note 7)(3)
7,317
 9,902
 341
 389
 706
 8,466
Long-term debt – principal (Note 9)
6,408
  6,458
 0
 350
 1,450
 4,658
Long-term debt – interest (Note 9)
44
  2,036
 171
 320
 262
 1,283
Cash collateral on loaned securities (Note 3)
1,876
 1,876
 1,876
 0
 0
 0
Operating service agreements (Note 15)
N/A
(4) 
463
 179
 279
 5
 0
Operating lease obligations (Note 9)
149
 159
 49
 68
 20
 22
Finance lease obligations (Note 9)
12
  12
 4
 5
 3
 0
Total contractual obligations$110,800
  $270,450
 $14,826
 $20,542
 $21,064
 $214,018
Liabilities for unrecognized tax benefits in the amount of $17 have been excluded from the tabular disclosure above because the timing of cash payment is not reasonably estimable.
(1)Liability amounts are those reported on the consolidated balance sheet as of December 31, 2019.
(2)The estimated payments due by period reflect future estimated cash payments to be made to policyholders and others for future policy benefits. These projected cash outflows are based on assumptions for future policy persistency, mortality, morbidity, and other assumptions comparable with the Company's experience, consider future premium receipts on current policies in force, and assume market growth and interest crediting consistent with assumptions used in amortizing deferred acquisition costs. These cash outflows are undiscounted with respect to interest and, as a result, the sum of the cash outflows shown for all years in the table of $244,884 exceeds the corresponding liability amount of $90,335. The Company has made significant assumptions to determine the future estimated cash outflows related to the underlying policies and contracts. Due to the significance of the assumptions used, actual cash outflow amounts and timing will differ, possibly materially, from these estimates.
(3)Includes assumptions as to the timing of policyholders reporting claims for prior periods and the amount of those claims. Actual amounts and timing of unpaid policy claims payments may differ significantly from the estimates above.
(4)Not applicable

For more information on the Company's major contractual obligations, see the applicable Note in the Notes to the Consolidated Financial Statements as indicated in the line items in the table above.

The Company's financial statements convey its financing arrangements during the periods presented. The Company has not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in its balance sheet or disclosed therein. The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019. The Company has not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards,

59


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

including securities lending transactions. See Notes 1, 3, and 4 of the Notes to the Consolidated Financial Statements for more information on the Company's securities lending and derivative activities. With the exception of disclosed activities in those referenced footnotes and the Risk Factors entitled, "The Company is exposed to foreign currency fluctuations in the yen/dollar exchange forwardsrate" and options"Lack of availability of acceptable yen-denominated investments could adversely affect the Company's results of operations, financial position or liquidity," the Company is not aware of a trend, demand, commitment, event or uncertainty that would likely result in its liquidity increasing or decreasing by a material amount.
Consolidated Cash Flows

The Company translates cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table summarizes consolidated cash flows by activity for the years ended December 31.
(In millions)2019 2018 
Operating activities$5,455
 $6,014
 
Investing activities(3,171) (3,582) 
Financing activities(1,713) (1,616) 
Exchange effect on cash and cash equivalents(12) 30
 
Net change in cash and cash equivalents$559
 $846
 

Operating Activities
The principal cash inflows for the Company's insurance activities come from insurance premiums and investment income. The principal cash outflows are the result of policy claims, operating expenses, income tax, as well as interest expense. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments.
The Company expects its future cash flows from premiums and its investment portfolio to be sufficient to meet its cash needs for benefits and expenses. Consolidated cash flow from operations decreased 9.3% in 2019, compared with 2018.
Investing Activities
The Company's investment objectives provide for liquidity primarily through the purchase of publicly traded investment-grade debt securities. Prudent portfolio management dictates that the Company attempts to match the duration of its assets with the duration of its liabilities. Currently, when the Company's fixed maturity securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of the Company's business and its strong cash flows provide the Company with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. From time to time or when market opportunities arise, the Company disposes of selected fixed maturity securities that are available for sale to improve the duration matching of assets and liabilities, improve future investment yields, and/or re-balance its portfolio. As a result, dispositions before maturity can vary significantly from year to year.

As part of its overall corporate strategy, the Company has announced an increase in its commitment to the Aflac Ventures Fund from $250 million to $400 million, as opportunities emerge. These investments are included in equity securities or the other investments line in the consolidated balance sheets. The Aflac Ventures Fund is a subsidiary of Aflac Corporate Ventures which is reported in the Corporate and other segment. The central mission of Aflac Corporate Ventures is to support the organic growth and business development needs of Aflac Japan and Aflac U.S. with emphasis on digital applications designed to improve the customer experience, gain efficiencies, and develop new markets in an effort to enhance and defend long-term shareholder value.

As part of an economic hedgearrangement with Federal Home Loan Bank of Atlanta (FHLB), Aflac U.S. obtains low-cost funding from FHLB supported by acceptable forms of collateral pledged by Aflac U.S. Aflac U.S. borrowed and repaid $217 million under this program during 2019. As of December 31, 2019, Aflac U.S. had outstanding borrowings of $403 million reported in its balance sheet.


60


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

Consolidated cash used by financing activities was $1.7 billion in 2019 and $1.6 billion in 2018.

In December 2019, the Parent Company issued four series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on 114.0the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, yenbears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of profit repatriation receivedthe date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in 2016, resultingJanuary 2049. These notes are redeemable at the Parent Company's option in $64whole 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 25 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.

In October 2018, the Parent Company issued three series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In November 2018, the Parent Company used the net proceeds from the October 2018 issuance of its senior notes to redeem $550 million less funds received whenof the yen were exchanged into dollars.Parent Company's 2.40% senior notes due in 2020.


For additionalSee Note 9 of the Notes to the Consolidated Financial Statements for further information on regulatorythe debt issuances discussed above.

The Company was in compliance with all of the covenants of its notes payable and lines of credit at December 31, 2019.

Cash returned to shareholders through treasury stock purchases and dividends was $2.4 billion in 2019, compared with $2.1 billion in 2018.

The following tables present a summary of treasury stock activity during the years ended December 31.

61


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Treasury Stock Purchased
(In millions of dollars and thousands of shares)2019 2018 
Treasury stock purchases$1,627
 $1,301
 
Number of shares purchased:    
Share repurchase program31,994
 28,949
 
Other592
 392
 
   Total shares purchased32,586
 29,341
 

Treasury Stock Issued
(In millions of dollars and thousands of shares)2019 2018 
Stock issued from treasury:    
   Cash financing$49
 $58
 
   Noncash financing50
 17
 
   Total stock issued from treasury$99
 $75
 
Number of shares issued2,324
 1,939
 

Under share repurchase authorizations from the Company's board of directors, the Company purchased 32.0 million shares of its common stock in 2019, compared with 28.9 million shares in 2018. As of December 31, 2019, a remaining balance of 37.1 million shares of the Company's common stock was available for purchase under share repurchase authorizations by its board of directors. The Company currently plans to repurchase $1.3 billion to $1.7 billion of its common stock in 2020, assuming stable capital conditions and absent compelling alternatives. See Note 11 of the Notes to the Consolidated Financial Statements for additional information.

Cash dividends paid to shareholders in 2019 of $1.08 per share increased 3.8% over 2018. The following table presents the dividend activity for the years ended December 31.

Dividends Paid to Shareholders
(In millions)2019 2018 
Dividends paid in cash$771
 $793
 
Dividends through issuance of treasury shares30
 8
 
Total dividends to shareholders$801
 $801
 

In January 2020, the board of directors announced a 3.7% increase in the quarterly cash dividend, effective with the first quarter of 2020. The first quarter 2020 cash dividend of $.28 per share is payable on March 2, 2020, to shareholders of record at the close of business on February 19, 2020.

Regulatory Restrictions

Aflac, CAIC and TOIC are domiciled in Nebraska and are subject to its regulations. Subsequent to the Japan branch conversion to a subsidiary, Aflac Japan is domiciled in Japan and subject to local regulations. The Nebraska Department of Insurance imposes certain limitations and restrictions on payments of dividends, profit repatriationsmanagement fees, loans and advances to the Parent Company. Under Nebraska insurance law, prior approval of the Nebraska Department of Insurance is required for dividend distributions that exceed the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. In addition, the Nebraska insurance department must approve service arrangements and other transfers, seetransactions within the affiliated group of companies. These regulatory limitations are not expected to affect the level of management fees or dividends paid to the Parent Company. (See below for discussion of restrictions imposed by Japanese insurance regulators.) A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from U.S. GAAP and are intended to emphasize policyholder protection and company solvency. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York.


62


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The continued long-term growth of the Company's business may require increases in the statutory capital and surplus of its insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings, capital contributions by the Parent Company from funds generated through debt or equity offerings, or reinsurance transactions. The NAIC’s RBC formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations.

Aflac's company action level RBC ratio was 539% as of December 31, 2019, compared with 560% at December 31, 2018. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac's total adjusted capital of $2.2 billion exceeded the company action level required capital and surplus of $.4 billion by $1.8 billion. With the announcement of the Japan branch conversion to a subsidiary, we had announced our intention to remove excess capital out of Aflac, targeting a 500% RBC by the end of 2019. As of December 31, 2019, the Company has completed the RBC drawdown plan and has moved $1.75 billion of capital from Aflac to the Parent Company, supporting the Company's capital deployment and risk management activities.

The maximum amount of dividends that can be paid to the Parent Company by Aflac, CAIC and TOIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2020 in excess of $864 million would be considered extraordinary and require such approval. Following the Japan branch conversion to a subsidiary, the Company used extraordinary dividends as needed to actively manage to appropriate RBC levels that are lower yet sufficient to maintain ratings and support prudent capital management. Similar laws apply in New York, the domiciliary jurisdiction of Aflac New York. See Note 13 of the Notes to the Consolidated Financial Statements.Statements for information regarding the impact of permitted practices by the Nebraska Department of Insurance on the Company's statutory capital and surplus.


The NAIC considers its Solvency Modernization Initiative (SMI) process relating to updating the U.S. insurance solvency regulation framework to be ongoing. The SMI has focused on key issues such as capital requirements, governance and risk management, group supervision, reinsurance, statutory accounting and financial reporting matters. Many of these key issues have been finalized and/or are near completion; however, the NAIC still has some ongoing initiatives related to SMI, such as monitoring the international efforts on group capital requirements as well as RBC.In addition, the NAIC is also considering changes to investment risk factors. Any negative developments by the NAIC in these areas could result in increased capital requirements for the Company.

Aflac is subject to the NAIC’s Own Risk and Solvency Assessment (ORSA). Through the ORSA requirements, Aflac is expected to regularly, no less than annually, conduct an ORSA to assess the adequacy of its risk management framework, and its current and estimated projected future solvency position; internally document the process and results of the assessment; and provide a confidential high-level ORSA Summary Report annually to the lead state commissioner if the insurer is a member of an insurance group. In November 2019, Aflac filed its ORSA report with the Nebraska Department of Insurance.

In addition to limitations and restrictions imposed by U.S. insurance regulators, after the Japan branch conversion on April 1, 2018, the new Japan subsidiary is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at the Japan subsidiary is basically defined as total equity excluding common stock, accumulated other comprehensive income amounts, capital reserves (representing statutorily required amounts in Japan) but reduced for net after-tax unrealized losses on available-for-sale securities. These dividend capacity requirements are generally aligned with the SMR. Japan's FSA maintains its own solvency standard which is quantified through the SMR. Aflac Japan's SMR is sensitive to interest rate, credit spread, and foreign exchange rate changes, therefore the Company continues to evaluate alternatives for reducing this sensitivity. In the event of a rapid change in market risk conditions causing SMR to decline, the Company has one senior unsecured revolving credit facility in the amount of ¥100 billion and a committed reinsurance facility in the amount of approximately ¥110 billion as a capital contingency plan. Additionally, the Company could take action to enter into derivatives on unhedged U.S. dollar-denominated investments with foreign currency options or forwards. See Notes 8 and 9 of the Notes to the Consolidated Financial Statements for additional information.

The Company has already undertaken various measures to mitigate the sensitivity of Aflac Japan's SMR. For example, the Company employs policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR interest rate sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. In order for a PRM-designated asset to be held at amortized cost, there are certain criteria that must be maintained. The primary criteria relates to maintaining the duration of designated assets and liabilities within a specified tolerance range. If the duration difference is not maintained within the specified range without rebalancing, then a certain

63


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

portion of the assets must be re-classified as available for sale and held at fair value with any associated unrealized gain or loss recorded in surplus. To rebalance, assets may need to be sold in order to maintain the duration with the specified range, resulting in realizing a gain or loss from the sale. For U.S. GAAP, PRM investments are categorized as available for sale. The Company also uses foreign currency derivatives to hedge a portion of its U.S. dollar-denominated investments.(See Notes 3, 4 and 8 of the Notes to the Consolidated Financial Statements for additional information on the Company's investment strategies, hedging activities, and reinsurance, respectively.)

Aflac's SMR ratio remains high and reflects a strong capital and surplus position. As of December 31, 2019, Aflac Japan's SMR was 1,043%, compared with 965% at December 31, 2018. As part of the conversion of Aflac Japan from a branch to a subsidiary on April 1, 2018, the Company experienced an accounting-driven decline in the SMR of approximately 130 points, compared with the SMR as of December 31, 2017. The Company expects to be able to pay dividends out of certain accounts, thus restoring this accounting impact over an estimated three-year period.

The FSA has been conducting field testing with the insurance industry concerning the introduction of an economic value-based solvency regime. The field testing will assist the FSA in determining if an economic value-based solvency regime in Japan will be appropriate for the insurance industry.

Privacy and Cybersecurity Governance

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

Other


For information regarding commitments and contingent liabilities, see Note 15 of the Notes to the Consolidated Financial Statements.


Additional Information

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

CRITICAL ACCOUNTING ESTIMATES

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

64


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

of December 31, 2019, and thus has a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results.

Valuation of Investments, Including Derivatives, and Recognition of Other-than-Temporary Impairments

Aflac's investments, primarily consisting of debt and equity securities, include both publicly issued and privately issued securities. For publicly issued securities, the Company determines the fair values from quoted market prices readily available from public exchange markets and price quotes and valuations from third party pricing vendors. For the majority of privately issued securities within the Company's investment portfolio, a third party pricing vendor has developed valuation models that the Company utilizes to determine fair values. For the remaining privately issued securities, the Company uses non-binding price quotes from outside brokers.

The Company estimates the fair values of its securities on a monthly basis. The Company monitors the estimated fair values obtained from its pricing vendors and brokers for consistency from month to month, while considering current market conditions. The Company also periodically discusses with its pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, the Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, the Company may compare the inputs to relevant market indices and other performance measurements. Based on management's analysis, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. The Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.

The Company routinely reviews its investments that have experienced declines in fair value to determine if the decline is other than temporary. The identification of distressed investments, the determination of fair value if not publicly traded and the assessment of whether a decline is other than temporary involve significant management judgment. The Company must apply considerable judgment in determining the likelihood of the security recovering in value while the Company owns it. Factors that may influence this include the Company's assessment of the issuer’s ability to continue making timely payments of interest and principal, the overall level of interest rates and credit spreads, and other factors. This process requires consideration of risks, which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk. Management updates its evaluations regularly and reflects impairment losses in the Company's net earnings or other comprehensive income, depending on the nature of the loss, as such evaluations are revised.

See Notes 1, 3, 4 and 5 of the Notes to the Consolidated Financial Statements for additional information.

Deferred Policy Acquisition Costs and Policy Liabilities

Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

Deferred Policy Acquisition Costs

The calculation of DAC and the liability for future policy benefits requires the use of estimates based on sound actuarial valuation techniques. For new policy issues, the Company reviews its actuarial assumptions and deferrable acquisition costs each year and revise them when necessary to more closely reflect recent experience and studies of actual acquisition costs. For policies in force, the Company evaluates DAC by major product groupings to determine that they are recoverable from future revenues, and any amounts determined not to be recoverable are charged against net earnings. See Note 6 of the Notes to the Consolidated Financial Statements for a detail of the DAC activity for the past two years.

65


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Policy Liabilities

The Company's policy liabilities, which are determined in accordance with applicable guidelines as defined under U.S. GAAP and Actuarial Standards of Practice, include two components that involve analysis and judgment: future policy benefits and unpaid policy claims, which accounted for 85% and 4% of total policy liabilities as of December 31, 2019, respectively.

Future policy benefits provide for claims that will occur in the future and are generally calculated as the present value of future expected benefits to be incurred less the present value of future expected net benefit premiums. The Company calculates future policy benefits based on assumptions of morbidity, mortality, persistency and interest. These assumptions are generally established at the time a policy is issued. The assumptions used in the calculations are closely related to those used in developing the gross premiums for a policy. As required by U.S. GAAP, the Company also includes a provision for adverse deviation, which is intended to accommodate adverse fluctuations in actual experience.

Unpaid policy claims include those claims that have been incurred and are in the process of payment as well as an estimate of those claims that have been incurred but have not yet been reported to the Company. The Company computes unpaid policy claims on a non-discounted basis using statistical analyses of historical claims payments, adjusted for current trends and changed conditions. The Company updates the assumptions underlying the estimate of unpaid policy claims regularly and incorporates its historical experience as well as other data that provides information regarding the Company's outstanding liability.

The Company's insurance products provide fixed-benefit amounts per occurrence that are not subject to medical-cost inflation. Furthermore, the Company's business is widely dispersed in both the U.S. and Japan. This geographic dispersion and the nature of the Company's benefit structure mitigate the risk of a significant unexpected increase in claims payments due to epidemics and events of a catastrophic nature. Claims incurred under Aflac's policies are generally reported and paid in a relatively short time frame. The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and frequency of claims. Severity is the ultimate size of a claim, and frequency is the number of claims incurred. The Company's claims experience is primarily related to the demographics of its policyholders.

As a part of its established financial reporting and accounting practices and controls, the Company performs detailed annual actuarial reviews of its policyholder liabilities (gross premium valuation analysis) and reflects the results of those reviews in its results of operations and financial condition as required by U.S. GAAP. For Aflac Japan, the Company’s annual reviews in 2019 and 2018 indicated no need to strengthen liabilities associated with policies in Japan. For Aflac U.S., the Company's annual reviews in 2019 and 2018 indicated no need to strengthen liabilities associated with policies in the U.S.

The table below reflects the growth of the future policy benefits liability for the years ended December 31.

Future Policy Benefits
(In millions of dollars and billions of yen)2019 2018 
Aflac U.S.$9,405
 $9,137
 
Growth rate2.9%
3.8%
Aflac Japan$81,462
 $77,812
 
Growth rate4.7%
5.6%
Consolidated$90,335
 $86,368
 
Growth rate4.6%
5.5%
Yen/dollar exchange rate (end of period)109.56
 111.00
 
Aflac Japan¥8,925
 ¥8,637
 
Growth rate3.3%
3.8%

The growth of the future policy benefits liability in yen for Aflac Japan and in dollars for Aflac U.S. has been due to the aging of the Company's in-force block of business and the addition of new business.

In computing the estimate of unpaid policy claims, the Company considers many factors, including the benefits and amounts available under the policy; the volume and demographics of the policies exposed to claims; and internal business practices, such as incurred date assignment and current claim administrative practices. The Company monitors these conditions closely and make adjustments to the liability as actual experience emerges. Claim levels are generally stable from period to period; however, fluctuations in claim levels may occur. In calculating the unpaid policy claim liability, the Company

66


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

does not calculate a range of estimates. The following table shows the expected sensitivity of the unpaid policy claims liability as of December 31, 2019, to changes in severity and frequency of claims.
Sensitivity of Unpaid Policy Claims Liability
(In millions) Total Severity 
Total FrequencyDecrease
by 2%
 Decrease
by 1%
 Unchanged Increase
by 1%
 Increase
by 2%
Increase by 2% $0
   $25
   $50
   $76
   $101
 
Increase by 1% (25)   0
   25
   50
   76
 
Unchanged (49)   (25)   0
   25
   50
 
Decrease by 1% (73)   (49)   (25)   0
   25
 
Decrease by 2% (97)   (73)   (49)   (25)   0
 

Other policy liabilities, which accounted for 11% of total policy liabilities as of December 31, 2019, consisted primarily of annuity and unearned premium reserves, and discounted advance premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period. Advanced premiums represented 24% and 29% of the December 31, 2019 and 2018 other policy liabilities balances, respectively. See the Aflac Japan segment subsection of this MD&A for further information.

Income Taxes

Income tax provisions are generally based on pretax earnings reported for financial statement purposes, which differ from those amounts used in preparing the Company's income tax returns. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which the Company expects the temporary differences to reverse. The evaluation of a tax position in accordance with U.S. GAAP is a two-step process. Under the first step, the enterprise determines whether it is more likely than not that a tax position will be sustained upon examination by taxing authorities. The second step is measurement, whereby a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. A valuation allowance is established for deferred tax assets when it is more likely than not that an amount will not be realized. The determination of a valuation allowance for deferred tax assets requires management to make certain judgments and assumptions.

In evaluating the ability to recover deferred tax assets, the Company's management considers all available evidence, including taxable income in open carry back years, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income exclusive of reversing temporary differences and carryforwards, future taxable temporary difference reversals, and prudent and feasible tax planning strategies. In the event the Company determines it is not more likely than not that it will be able to realize all or part of its deferred tax assets in the future, a valuation allowance would be charged to earnings in the period such determination is made. Likewise, if it is later determined that it is more likely than not that those deferred tax assets would be realized, the previously provided valuation allowance would be reversed. Future economic conditions and market volatility, including increases in interest rates or widening credit spreads, can adversely impact the Company’s tax planning strategies and in particular the Company’s ability to utilize tax benefits on previously recognized capital losses. The Company's judgments and assumptions are subject to change given the inherent uncertainty in predicting future performance and specific industry and investment market conditions.
For additional information on income tax, see Note 10 of the Notes to the Consolidated Financial Statements presented in this report.


67


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Future Adoption of Accounting Standard for Long-Duration Insurance Contracts

In August 2018, the FASB issued ASU 2018-12, “Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts.” The update, which is expected to significantly change how insurers account for long-duration contracts, amends existing recognition, measurement, presentation, and disclosure requirements applicable to the Company. Issues addressed in the new guidance include: 1) a requirement to review and, if there is a change, update cash flow assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly, 2) accounting for market risk benefits at fair value, 3) simplified amortization for deferred acquisition costs, and 4) enhanced financial statement presentation and disclosures. In November 2019, the FASB issued ASU 2019-09, “Financial Services - Insurance (Topic 944): Effective Date”, which defers the effective date of ASU 2018-12 for all entities. The amendments are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC,for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early application of the amendments is permitted, however, the Company does not expect to early adopt the updated standard.

The Company is thoroughly evaluating the impact of ASU 2018-12 adoption and expects it will have a significant impact on the Company’s reported financial position, results of operations, and disclosures under U.S. GAAP accounting. The Company anticipates that the requirement to update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes and controls while the requirement to update the discount rate will have a significant impact on its AOCI and equity. The Company currently has no products with market risk benefits.

There are two permitted transition methods upon adoption. The default transition method is a modified retrospective approach or companies may elect to apply the amendments using a full retrospective approach.

Under the modified retrospective method, the opening reserve balance at the transition date, January 1, 2020, would generally be the same as the closing balance before transition; however, it would be updated for changes in the discount rate required under the new guidance.

Regardless of the transition method selected, the new guidance requires that discount rates used for discounting of insurance liabilities be initially adjusted on the adoption date and subsequently at each reporting period to the market levels for the upper-medium-grade (low credit risk) fixed income instrument yields (single-A in the currency of the underlying insurance contract) reflecting the duration of the company’s insurance liabilities. Long duration of the Company’s third-sector insurance liabilities in Japan coupled with limited-to-no-liquidity of the Japanese long-dated fixed-income market creates challenges in application of the market-based discount rate guidance and will require the Company to apply significant judgments in designing discount rate methodologies for its Japanese third-sector liabilities. The update of the discount rate would be recognized in AOCI under both transition methods.

Under the full retrospective method, the Company would restate all historical periods based upon actual historical experience as of contract inception and its updated view of the contractual cash flow projections at transition. A cumulative catch-up adjustment to opening retained earnings would be recognized to reflect the actual experience and updated projections. Companies are permitted to apply a full retrospective transition approach if actual historical information is available for all contracts that will be affected by the new guidance.

The Company has selected the modified retrospective transition method.

The Company expects that under either transition method, the impact to its reported financial statements under U.S. GAAP will be greatly influenced by the nature of the Company’s business model. Adoption of the new guidance will reflect the Company’s concentration in Japan third-sector business, in particular cancer insurance, with respect to which the duration of liabilities is materially longer than asset durations, while Japan’s aggregate block of business continues to see favorable experience from mortality, morbidity, and expenses. Under the modified retrospective method, the impact of a low discount rate applied to long-duration third sector liabilities is recognized at adoption, while associated favorable morbidity margins are recognized over time thus driving a pronounced timing impact to U.S. GAAP equity. In addition, with respect to the Japan segment, the Company maintains a large portfolio of assets designated as held-to-maturity (HTM) as a strategy to reduce capital (solvency margin ratio or SMR) volatility. In a low interest rate environment, such as presently exists in Japan, assets designated as HTM that were purchased in a higher interest rate environment have significant embedded gains not reflected in AOCI (HTM securities are carried at amortized cost under U.S. GAAP), which serves as an economic offset to a low discount rate applied to policy liabilities. At December 31, 2019, the Company’s HTM portfolio was $30.1 billion at amortized cost and had $7.5 billion in net unrealized gains. Pursuant to the implementation of ASU 2019-04, ”Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial

68


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Instruments” (see Note 1 for additional details of this ASU), effective on January 1, 2020, the Company anticipates the reclassification of approximately $6.9 billion (at amortized cost) of pre-payable fixed maturity securities from the HTM to the available-for-sale (AFS) category. This reclassification is expected to result in recording in AOCI a net unrealized gain of approximately $800 million on an after-tax basis based on the securities’ fair values on the reclassification date.After adoption of ASU 2018-12, the Company also expects net earnings and net earnings per share (which were $3.3 billion and $4.43 per diluted share, respectively, in 2019) to reflect larger quarterly fluctuations due to the new requirement to update assumptions for liability for future policy benefits.

As an example of the potential impact of the new guidance, and for illustrative purposes only, under the modified retrospective method and in a low interest rate environment, the Company would expect AOCI (which was $6.6 billion at December 31, 2019) to significantly decline upon adoption and to thereafter reflect larger quarterly fluctuations due to the new requirement to quarterly adjust discount rates. Conversely, in a higher interest rate environment, and assuming adoption of the modified retrospective method, the Company would expect AOCI to decline less or even increase (depending on the specifics of the interest rate environment), as well as to reflect quarterly fluctuations. Under the full retrospective method, the Company would expect lesser declines or increases in total equity upon adoption compared to the modified retrospective method due to the potential offsetting effect from updating experience and cash flow projections.

The ultimate impact on these items from the Company’s implementation of the updated standard is subject to assessments that are dependent on many variables, including but not limited to (i) the transition method selected by the Company, (ii) how certain aspects of the new standard will be interpreted and implemented by the Company and other similar companies, such as (but not limited to) amortization of deferred acquisition costs and selection of discounting methodologies and inputs, as well as establishment of policies, processes and controls for setting, monitoring and periodically updating reserve assumptions, and (iii) changes in the interest rate environment in the US and Japan. The impact on transition under the modified retrospective method will be driven by updating discount rates that will increase reserves and lower AOCI by the corresponding amount.

The Company expects that while the adoption of this new accounting guidance will affect the Company’s financial statements under U.S. GAAP, it will not impact financial statements for Aflac Japan under FSA requirements or for Aflac U.S. under applicable statutory requirements. Therefore, the Company does not expect adoption of the updated standard to impact its overall cash flows, subsidiaries’ dividend capacity or their ability to meet applicable regulatory capital standards, nor does the Company anticipate adoption to affect its existing debt covenants or strategies for capital deployment.
New Accounting Pronouncements

During the last three years, various accounting standard-setting bodies have been active in soliciting comments and issuing statements, interpretations and exposure drafts. For information on new accounting pronouncements and the impact, if any, on the Company's financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We areThe Company is exposed primarily to threethe following types of market risks: currency risk, interest rate risk, and credit risk. Beginning in 2015risk and continuing into 2016, we increased our investment allocation to dividend focused yen-denominated and U.S. dollar-denominated public equity securities, thereby increasing our exposure to equity risk. Fluctuations in these factors could impact the Company’s consolidated results of operations or financial condition. The Company regularly monitors its market risks and uses a variety of strategies to manage its exposure

to these market risks.

70





Currency Risk


Aflac Japan

The functional currency of Aflac Japan's insurance operations is the Japanese yen. Aflac Japan’s premiums and approximately halfa significant portion of its investment income are received in yen. Claimsyen, and its claims and most expenses are paid in yen, and we purchaseyen. Aflac Japan purchases yen-denominated assets and U.S. dollar-denominated assets, which may be hedged to yen, to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are, however, translated into U.S. dollars for financial reporting purposes. Most of Aflac Japan's cash and liabilities are yen-denominated. Aflac Japan's yen-denominated investments consisted of fixed income securities of $67.3 billion, at amortized cost, and equity securities of $624 million, at cost, at December 31, 2016. However, Aflac Japan also owns

The Company engages in hedging activities to mitigate certain currency risks from holding U.S. dollar-denominated investments in Aflac Japan. However, this hedging program in turn poses a countervailing long-term risk of $16.3 billion, atloss 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

69


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

settlements. Additionally, as discussed in detail in the Risk Factors section titled “Lack of availability of acceptable yen-denominated investments could adversely affect the Company’s results of operations, financial position or amortized cost, whose carrying valueliquidity,” there is hedged againsta risk that losses realized on derivative settlements during periods of weakening yen may not be recouped through realization of the corresponding holding currency risk as well as $6.1 billion of investments, at amortized cost, that are not hedged as of December 31, 2016. Included ingains on the hedged U.S. dollar-denominated investments if these investments are senior secured bank loansnot ultimately converted to yen.

The Company has taken steps to refine the strategy to mitigate currency exposure of $2.0 billion,Aflac Japan from U.S. dollar-denominated investments while balancing the consideration of the economic equity surplus in Aflac Japan. This refinement in strategy resulted in an increased amount of the unhedged U.S. dollar-denominated investments held in Aflac Japan while at amortizedthe same time mitigating hedge cost which we beganincreases. Generally, Aflac Japan’s exposure to the currency risk increases when its portfolio of unhedged U.S. dollar-denominated investments increases. As the value of the U.S. dollar-denominated investment portfolio in Aflac Japan fluctuates and the Company’s business model evolves, the Company periodically reevaluates this size of the unhedged portfolio and may accordingly adjust up or down its currency hedging targets. See additional discussion in the third quarter of 2016; dividend-focused U.S. public equity securities of $460 million, at cost, which we began hedgingRisk Factors section titled "The Company is exposed to foreign currency fluctuations in the third quarter of 2016; U.S. dollar-denominated commercial mortgage loans of $745 million, at amortized cost and net of loan loss reserves; and U.S. dollar-denominated middle market loans of $74 million, at amortized cost and net of loan loss reserves. Yen-denominated investment income accounted for 53% of Aflac Japan's investment income in 2016, with the remainder generated by U.S. dollar-denominated investments. In addition, Aflac Incorporated has yen-denominated debt obligations.yen/dollar exchange rate."


We areThe Parent Company

The Company is exposed to currency risk as an economic event only when yen funds are actually converted into U.S. dollars. This occurs when we repatriate yen-denominated funds are paid as dividends and management fees from Aflac Japan to Aflac U.Sthe Parent Company and with quarterly settlements of ourits reinsurance retrocession transactions. The exchange rates prevailing at the time of profit repatriationyen payments will differ from the exchange rates prevailing at the time the yen profits were earned. A portion of the yen repatriationdividend and management fee payments may be used to service Aflac Incorporated's yen-denominated notes payable with the remainder converted into U.S. dollars. In order to economically hedge foreign exchange risk for a portion of the profit repatriation received in yen from Aflac Japan, we had foreign exchange forwards and options as part of a hedging strategy on 114.0 billion yen received in 2016. As of December 31, 2016, we had foreign exchange forwards and options to economically hedge foreign exchange risk on 122.6 billion yen of future profit repatriation from Aflac Japan.


In addition to profit repatriationyen payments and the reinsurance retrocessions, certain investment activities for Aflac Japan expose usthe Company to economic currency risk when yen are converted into U.S. dollars. As noted above, we investthe Company invests a portion of ourits yen cash flows in U.S. dollar-denominated assets. This requires that wethe Company convert the yen cash flows to U.S. dollars before investing. As previously discussed, for certain of ourits U.S. dollar-denominated securities, we enterthe Company enters into foreign currency forward and option contracts to hedge the currency risk on the fair value of hedged investments. In 2018, the securities. The dollar coupon orParent Company entered into forward contracts to accomplish a dual objective of hedging foreign currency rate risk to dividend payments received on these investments are not hedged and are subject to foreign exchange fluctuations, which are realized in earnings. Also,by Aflac Japan, has invested in reverse-dual currency securities (RDCs, or yen-denominated debt securities with dollar coupon payments), which exposes Aflac to changes in foreign exchange rates. The foreign currency effectand reducing enterprise-wide hedge costs. If the markets experience a significant strengthening of yen, this could cause cash strain at the Parent Company as a result of cash collateral and potentially cash settlement requirements. Based on the yen-denominated securities is accounted for as a componenttiming and severity of unrealized gains or losses on available-for-sale securitiesexchange rate fluctuations combined with the level of outstanding activity in accumulated other comprehensive income, whilethis program, the foreign currency effect on the dollar coupons is realized in earnings. The RDCs provided a higher yieldcash strain at the time of purchase than those available on Japanese government or other public corporate bonds, while still adhering to our investment standards at the time of the transaction. The yen/dollar exchange rate would have to strengthen significantly before the yield on these instruments would equal that of a comparable JGB instrument.Parent Company could be significant.
Aside from the activities discussed above, wethe Company generally dodoes not convert yen into U.S. dollars; however, we doit does translate financial statement amounts from yen into U.S. dollars for financial reporting purposes. Therefore, reported amounts are affected by foreign currency fluctuations. We reportThe Company reports unrealized foreign currency translation gains and losses in accumulated other comprehensive income.AOCI. In periods when the yen weakens against the dollar, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into U.S. dollars causes more U.S. dollars to be reported. The weakening of the yen relative to the U.S. dollar will generally adversely affect the value of ourthe Company's yen-denominated investments in U.S. dollar terms. We attempt to minimizeThe Company also considers the economic equity surplus in Aflac Japan and related exposure of shareholders' equity to foreign currency. We accomplishThe Company manages this currency risk by investing a portion of Aflac Japan's investment portfolio in U.S. dollar-denominated securities and by the Parent Company's issuance of yen-denominated debt (for additional information, see the discussion under the Hedging Activities subsection of MD&A).debt. As a result, the effect of currency fluctuations on ourthe Company's net assets is reduced.
The following table demonstrates the effect of foreign currency fluctuations by presenting the dollar values of ourthe Company's yen-denominated assets and liabilities, and ourits consolidated yen-denominated net asset exposure at selected exchange rates as of December 31.


7170




Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Dollar Value of Yen-Denominated Assets and Liabilities
at Selected Exchange Rates
(In millions)2016 2015 2019 2018 
Yen/dollar exchange rates101.49
 
116.49 (1)

 131.49
 105.61
 
120.61(1)

 135.61
 94.56
 
109.56 (1)

 124.56
 96.00
 
111.00(1)

 126.00
 
Yen-denominated financial instruments:                        
Assets:                        
Securities available for sale:                        
Fixed maturities(2)
$41,856
 $36,467
 $32,306
 $31,544
 $27,621
 $24,566
 
Fixed maturities - consolidated variable
interest entities
(3)
783
 682
 604
 1,016
 890
 792
 
Perpetual securities1,557
 1,357
 1,202
 1,883
 1,649
 1,466
 
Perpetual securities - consolidated
variable interest entities
(3)
231
 201
 178
 214
 187
 167
 
Fixed maturity securities (2)
$60,391
 $52,123
 $45,846
 $55,600
 $48,086
 $42,362
 
Fixed maturity securities - consolidated
variable interest entities
(3)
995
 858
 755
 941
 814
 717
 
Securities held to maturity:            
Fixed maturity securities34,858
 30,085
 26,462
 35,055
 30,318
 26,709
 
Equity securities155
 136
 120
 408
 357
 318
 763
 658
 579
 742
 641
 565
 
Equity securities - consolidated variable
interest entities
653
 569
 504
 149
 130
 116
 
Securities held to maturity:            
Fixed maturities38,279
 33,350
 29,545
 38,212
 33,459
 29,758
 
Cash and cash equivalents1,013
 883
 782
 730
 640
 569
 1,296
 1,119
 984
 988
 855
 753
 
Derivatives2,245
 1,207
 3,515
 2,416
 676
 968
 2,718
 482
 2,457
 2,712
 417
 949
 
Other financial instruments206
 178
 159
 179
 156
 139
 271
 234
 205
 253
 219
 192
 
Subtotal86,978
 75,030
 68,915
 76,751
 65,765
 58,859
 101,292
 85,559
 77,288
 96,291
 81,350
 72,247
 
Liabilities:                        
Notes payable304
 265
 235
 234
 205
 183
 2,968
 2,558
 2,253
 2,120
 1,831
 1,615
 
Derivatives1,712
 1,998
 5,549
 545
 371
 1,901
 1,807
 586
 3,463
 1,318
 387
 2,138
 
Subtotal2,016
 2,263
 5,784
 779
 576
 2,084
 4,775
 3,144
 5,716
 3,438
 2,218
 3,753
 
Net yen-denominated financial instruments84,962
 72,767
 63,131
 75,972
 65,189
 56,775
 96,517
 82,415
 71,572
 92,853
 79,132
 68,494
 
Other yen-denominated assets8,741
 7,616
 6,747
 8,195
 7,176
 6,382
 10,304
 8,893
 7,822
 10,795
 9,336
 8,225
 
Other yen-denominated liabilities102,132
 88,981
 78,830
 94,775
 82,988
 73,808
 118,869
 102,595
 90,240
 113,994
 98,590
 86,853
 
Consolidated yen-denominated net assets
(liabilities) subject to foreign currency
fluctuation
(2)
$(8,429) $(8,598) $(8,952) $(10,608) $(10,623) $(10,651) $(12,048) $(11,287) $(10,846) $(10,346) $(10,122) $(10,134) 
(1) Actual period-end exchange rate
(2) Does not include the U.S. dollar-denominated corporate bonds for which we havethe Company has entered into foreign currency derivatives as discussed in the Aflac Japan Investment subsection of MD&A
(3) Does not include U.S. dollar-denominated bonds that have corresponding cross-currency swaps in consolidated VIEs


We areThe Company is required to consolidate certain VIEs. Some of the consolidated VIEs in Aflac Japan's portfolio use foreign currency swaps to convert foreign denominated cash flows to yen, the functional currency of Aflac Japan, in order to minimize cash flow fluctuations. Foreign currency swaps exchange an initial principal amount in two currencies, agreeing to re-exchange the currencies at a future date, at an agreed upon exchange rate. There may also be periodic exchanges of payments at specified intervals based on the agreed upon rates and notional amounts. Prior to consolidation, ourthe Company's beneficial interest in these VIEs was a yen-denominated available-for-sale fixed maturity security. Upon consolidation, the original yen-denominated investment was derecognized and the underlying fixed-maturity or perpetualfixed maturity securities and cross-currency swaps were recognized. The combination of a U.S. dollar-denominated investment and cross-currency swap economically creates a yen-denominated investment and has no impact on ourthe Company's net investment hedge position.


Similarly, the combination of the U.S. corporate bonds and the foreign currency forwards and options that we havethe Company has entered into, as discussed in the Aflac Japan Investment subsection of MD&A, economically creates a yen-denominated investment that qualifies for inclusion as a component of ourthe Company's investment in Aflac Japan for net investment hedge purposes.


For additional information regarding ourthe Company's Aflac Japan net investment hedge, see the Hedging Activities subsection of MD&A.



7271




Item 7A. Quantitative and Qualitative Disclosures About Market Risk



Interest Rate Risk


OurThe Company's primary interest rate exposure is to the impact of changes in interest rates on the fair value of ourits investments in debt and perpetual securities. We monitor ourThe Company monitors its investment portfolio on a quarterly basis utilizing a full valuation methodology, measuring price volatility, and sensitivity of the fair values of ourits investments to interest rate changes on the debt and perpetual securities we own.the Company owns. For example, if the current duration of a debt security or perpetual security is 10 years, then the fair value of that security will increase by approximately 10% if market interest rates decrease by 100 basis points, assuming all other factors remain constant. Likewise, the fair value of the debt security or perpetual security will decrease by approximately 10% if market interest rates increase by 100 basis points, assuming all other factors remain constant.


The estimated effect of potential increases in interest rates on the fair values of debt and perpetual securities we own;the Company owns; derivatives, excluding credit default swaps, and notes payable as of December 31 follows:


Sensitivity of Fair Values of Financial Instruments
to Interest Rate Changes
2016 20152019 2018
(In millions)Fair
Value
+100
Basis
Points
 Fair
Value
+100
Basis
Points
Fair
Value
+100
Basis
Points
 Fair
Value
+100
Basis
Points
Assets:                  
Debt and perpetual securities:         
Fixed-maturity securities:         
Debt securities:         
Fixed maturity securities:         
Yen-denominated $77,170
 $66,636
 $66,031
 $57,470
  $90,575
 $78,193
 $85,622
 $73,673
 
Dollar-denominated 36,611
 33,611
 36,838
 32,364
  38,281
 35,013
 33,995
 31,327
 
Perpetual securities:         
Yen-denominated 1,558
 1,434
 1,836
 1,704
 
Dollar-denominated 75
 68
 111
 103
 
Total debt and perpetual securities $115,414
 $101,749
 $104,816
 $91,641
 
Total debt securities $128,856
 $113,206
 $119,617
 $105,000
 
Commercial mortgage and other loans $9,648
 $9,540
 $6,893
 $6,834
 
Derivatives $1,205
 $1,309
 $675
 $675
  $482
 $527
 $417
 $614
 
Liabilities:                  
Notes payable(1)
 $5,530
 $5,175
 $5,256
(2) 
 $4,907
(2) 
 $6,935
 $6,065
 $5,876
 $5,415
 
Derivatives 1,998
 1,901
 371
 200
  586
 463
 387
 422
 
(1)Excludes capitalized lease obligations
(2)Amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.


There are various factors that affect the fair value of ourthe Company's investment in debt and perpetual securities. Included in those factors are changes in the prevailing interest rate environment, which directly affect the balance of unrealized gains or losses for a given period in relation to a prior period. Decreases in market yields generally improve the fair value of debt and perpetual securities, while increases in market yields generally have a negative impact on the fair value of ourthe Company's debt and perpetual securities. However, we dothe Company does not expect to realize a majority of any unrealized gains or losses because we generally have the intent and ability to hold such securities until a recovery of value, which may be maturity.losses. For additional information on unrealized losses on debt and perpetual securities, see Note 3 of the Notes to the Consolidated Financial Statements.


We attemptThe Company attempts to match the duration of ourits assets with the duration of ourits liabilities. The following table presents the approximate duration of Aflac Japan's yen-denominated assets and liabilities, along with premiums, as of December 31.
(In years)2016 2015 2019 2018 
Yen-denominated debt and perpetual securities15
 14
 
Yen-denominated debt securities15
 16
 
Policy benefits and related expenses to be paid in future years14
 14
 14
 15
 
Premiums to be received in future years on policies in force10
 10
 10
 10
 


73





The following table presents the approximate duration of Aflac U.S. dollar-denominated assets and liabilities, along with premiums, as of December 31.
(In years)2016 2015 2019 2018 
Dollar-denominated debt and perpetual securities10
 10
 
Dollar-denominated debt securities9
 9
 
Policy benefits and related expenses to be paid in future years8
 8
 8
 8
 
Premiums to be received in future years on policies in force6
 6
 6
 6
 



72


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The following table shows a comparison of average required interest rates for future policy benefits and investment yields, based on amortized cost, for the years ended December 31.
Comparison of Interest Rates for Future Policy Benefits
and Investment Yields
(Net of Investment Expenses)
20162015201420192018
U.S.        JapanU.S.        JapanU.S.        JapanU.S.        JapanU.S.        Japan
Policies issued during year:                      
Required interest on policy reserves 3.67% 1.38%
(1) 
 3.68% 1.81%
(1) 
 3.65% 1.87%
(1) 
 3.68% .96%
(1) 
 3.69% 1.00%
(1) 
New money yield on investments 3.81
 1.30
 4.37
 2.79
 4.16
 2.00
  4.33
 3.70
 4.44
 2.94
 
Policies in force at year-end:                      
Required interest on policy reserves 5.51
 3.49
(1) 
 5.60
 3.61
(1) 
 5.69
 3.76
(1) 
 5.26
 3.20
(1) 
 5.34
 3.29
(1) 
Portfolio book yield, end of period 5.52
 2.52
 5.69
 2.70
 5.73
 2.76
  5.22
 2.51
 5.44
 2.49
 
(1)Represents investments for Aflac Japan that support policy obligations and therefore excludes Aflac Japan’s annuity products


We continueAflac Japan investment yields above includes U.S. dollar–denominated investment yields prior to factoring in amortized hedge costs. The Company continues to monitor the spread between ourits new money yield and the required interest assumption for newly issued products in both the United StatesU.S. and Japan and will re-evaluate those assumptions as necessary. Over the next two years, we have yen-denominated securities that will mature with yields in excess of Aflac Japan's current net investment yield of 1.30%. These securities total $1.2 billion at amortized cost and have a weighted average yield of 3.47%. Currently, when debt and perpetual securities we owninvestments the Company owns mature, the proceeds may be reinvested at a yield below that of the interest required for the accretion of policy benefit liabilities on policies issued in earlier years. Overall, adequate profit margins exist in Aflac Japan's aggregate block of business because of changes in the mix of business and favorable experience from mortality, morbidity and expenses.


The Company holds investments and has issued debt with interest rates based on LIBOR, and also holds derivatives that reference LIBOR. Regulatory and industry initiatives to eliminate LIBOR as an interest rate benchmark may create uncertainty in the valuation of LIBOR-based loans, as well as for other LIBOR-based derivatives and assets. This may adversely impact both pricing and liquidity in such instruments. The Company is preparing for the expected discontinuation of LIBOR by identifying, assessing and monitoring risks associated with LIBOR transition. Preparation includes taking steps to update operational processes (including to support alternative reference rates) and models, as well as evaluating legacy contracts for any changes that may be required, including the determination of applicable fallbacks.

Periodically, depending on general economic conditions, wethe Company may enter into derivative transactions to hedge interest rate risk.

risk, depending on general economic conditions. For furtheradditional information on interest rate derivatives, see the Hedging Activities subsection of MD&A and Note 4 of the accompanying Notes to the Consolidated Financial Statements.


Credit Risk

A significant portion of the Company's investment portfolio consists of debt securities and loans that expose it to the credit risk of the underlying issuer or borrower. The Company carefully evaluates this risk on every new investment and closely monitors the credit risk of its existing investment portfolio. The Company incorporates the needs of its products and liabilities, the overall requirements of the business, and other factors in addition to its underwriting of the credit risk for each investment in the portfolio.

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 future prospects. The Company incorporates the assessment of the NRSROs in assigning credit ratings and incorporates the rating methodologies of its external managers in assigning loan ratings to portfolio holdings. The Company performs extensive internal assessments of the credit risks for all its portfolio holdings and potential new investments, which includes using analyses provided by the Company's specialist external managers. For assets managed by external asset managers, the Company provides investment and credit risk parameters that must be used when making investment decisions and requires ongoing monitoring and reporting from the asset managers on significant changes in credit risks within the portfolio.


73


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Investment Concentrations

The Company's 15 largest global investment exposures were as follows:

Largest Global Investment Positions
(In millions)
December 31, 2019
    Total % of Total  
No. Consolidated Corporate/Sovereign Exposure Consolidated Fixed Maturity Credit
    Book Value Securities Rating
1 
Japan National Government (1)
 $51,726
 47.26% A+
2 Bank of America NA 416
 .38
  
      Bank of America Corp. 233
 .21
 A
      Bank of America Corp. 183
 .17
 BBB+
3 Bank of Tokyo-Mitsubishi UFJ Ltd. 411
 .38
 A-
4 Investcorp SA 388
 .35
 BB
5 Republic of South Africa 365
 .33
 BB+
6 Banobras 338
 .31
 BBB+
7 Walt Disney Co. 330
 .30
 A
8 Nordea Bank AB 306
 .28
  
      Nordea Bank AB 234
 .21
 A-
      Nordea Bank AB 72
 .07
 BBB+
9 AXA 296
 .27
 BBB+
10 Japan Expswy Hld and Debt 295
 .27
 A+
11 Deutsche Telekom AG 295
 .27
 BBB+
12 AT&T Inc. 293
 .27
 BBB
13 CFE 291
 .27
 BBB+
14 Petroleos Mexicanos (Pemex) 274
 .25
 BBB-
15 Czech Republic 274
 .25
 AA-
                   Subtotal $56,298
 51.44%  
  Total fixed maturity securities $109,456
 100.00%  
(1)JGBs or JGB-backed securities
As previously disclosed, the Company owns long-dated debt instruments in support of its long-dated policyholder obligations. Some of the Company's largest global investment holdings are positions that were purchased many years ago and increased in size due to merger and consolidation activity among the issuing entities. In addition, many of the Company's largest holdings are yen-denominated, therefore strengthening of the yen can increase its position in dollars, and weakening of the yen can decrease its position in dollars. The Company's global investment guidelines establish concentration limits for its investment portfolios.

Geographical Exposure

The following table indicates the geographic exposure of the Company's debt securities as of December 31.

74


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 2019 2018 
(In millions)Amortized Cost % of
Total
 Amortized Cost % of
Total
 
Japan$56,020
 51.2% $55,486
 51.8% 
United States and Canada (1)
30,321
 27.7
 29,371
 27.4
 
United Kingdom3,371
 3.1
 3,038
 2.8
 
Germany2,441
 2.2
 2,179
 2.0
 
France2,261
 2.1
 2,030
 1.9
 
Peripheral Eurozone1,788
 1.6
 2,165
 2.0
 
     Portugal91
 .1
 215
 .2
 
     Italy1,108
 1.0
 1,261
 1.2
 
     Ireland12
 .0
 29
 .0
 
     Spain577
 .5
 660
 .6
 
Nordic Region1,878
 1.7
 1,615
 1.6
 
     Sweden972
 .9
 779
 .7
 
     Norway383
 .3
 378
 .4
 
     Denmark333
 .3
 270
 .3
 
     Finland190
 .2
 188
 .2
 
Other Europe2,699
 2.5
 2,425
 2.3
 
     Netherlands1,276
 1.2
 1,206
 1.1
 
     Switzerland417
 .4
 258
 .2
 
     Czech Republic484
 .4
 451
 .5
 
     Austria127
 .1
 125
 .1
 
     Belgium189
 .2
 178
 .2
 
     Poland183
 .2
 180
 .2
 
     Luxembourg23
 .0
 27
 .0
 
Asia excluding Japan2,671
 2.5
 2,722
 2.5
 
Africa and Middle East1,801
 1.6
 2,018
 1.9
 
Latin America2,183
 2.0
 2,153
 2.0
 
Australia1,774
 1.6
 1,620
 1.5
 
All Others248
 .2
 352
 .3
 
     Total fixed maturity securities$109,456
 100.0% $107,174
 100.0% 
(1) Includes total exposure to Puerto Rico of $1 million of deposits at both December 31, 2019 and 2018, respectively, of which 100% had principal and interest insurance at both December 31, 2019 and 2018, respectively.
The primary factor considered when determining the domicile of investment exposure is the legal country risk location of the issuer. However, other factors such as the location of the parent guarantor, the location of the company's headquarters or major business operations (including location of major assets), location of primary market (including location of revenue generation) and specific country risk publicly recognized by rating agencies can influence the assignment of the country (or geographic) risk location. When the issuer is a special financing vehicle or a branch or subsidiary of a global company, then the Company considers any guarantees and/or legal, regulatory and corporate relationships of the issuer relative to its ultimate parent in determining the proper assignment of country risk.


75


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Derivative Counterparties
The Company is a direct counterparty to the majority of derivative instruments and is exposed to credit risk in the event of nonperformance by the counterparties in those contracts. For the foreign currency swaps associated with the Company's VIE investments for which it is the primary beneficiary, the Company bears the risk of foreign exchange and/or credit loss due to counterparty default even though it is not a direct counterparty to those contracts. The risk of counterparty default for the Company's VIE and senior note and subordinated debenture swaps, foreign currency swaps, certain foreign currency forwards, foreign currency options and interest rate swaptions is mitigated by collateral posting requirements that counterparties to those transactions must meet. If collateral posting agreements are not in place, the counterparty risk associated with foreign currency forwards and foreign currency options is the risk that at expiry of the contract, the counterparty is unable to deliver the agreed upon amount of yen at the agreed upon price or delivery date, thus exposing the Company to additional unhedged exposure to U.S. dollars in the Aflac Japan investment portfolio. See Note 4 of the accompanying Notes to the Consolidated Financial Statements for more information.

Equity RiskDerivative Counterparties

Market prices for equity securities are subjectThe Company is a direct counterparty to fluctuationthe majority of derivative instruments and consequently the amount realizedis exposed to credit risk in the subsequent saleevent of an investment may significantly differ fromnonperformance by the reported market value. Fluctuationcounterparties in those contracts. For the foreign currency swaps associated with the Company's VIE investments for which it is the primary beneficiary, the Company bears the risk of foreign exchange and/or credit loss due to counterparty default even though it is not a direct counterparty to those contracts. The risk of counterparty default for the Company's VIE and senior note and subordinated debenture swaps, foreign currency swaps, certain foreign currency forwards, foreign currency options and interest rate swaptions is mitigated by collateral posting requirements that counterparties to those transactions must meet. If collateral posting agreements are not in place, the counterparty risk associated with foreign currency forwards and foreign currency options is the risk that at expiry of the contract, the counterparty is unable to deliver the agreed upon amount of yen at the agreed upon price or delivery date, thus exposing the Company to additional unhedged exposure to U.S. dollars in the market priceAflac Japan investment portfolio. See Note 4 of a security may result from the relative price of alternative investments and general market conditions. These fluctuations could impact the Company’s consolidated results of operations or financial condition. If equity prices experienced a hypothetical broad-based decline of 10%, the fair value of our equity investments would decline by approximately $130 million.

Credit Risk

A significant portion of our investment portfolio consists of debt securities or perpetual securities and loans that expose usaccompanying Notes to the credit risk of the underlying issuer or borrower. We carefully evaluate this risk on every new investment and closely monitor the credit risk of our existing investment portfolio. We incorporate the needs of our products and liabilities, the overall requirements of the business, and other factors in addition to our underwriting of the credit riskConsolidated Financial Statements for each investment in the portfolio.more information.



74




Evaluating the underlying risks in our credit portfolio involves a multitude of factors including but not limited to our assessment of the issuer's or borrower's business activities, assets, products, market position, financial condition, and future prospects. We incorporate the assessment of the NRSROs in assigning credit ratings and we incorporate the rating methodologies of our specialist external managers in assigning loan ratings to portfolio holdings. We perform extensive internal assessments of the credit risks for all our portfolio holdings and potential new investments, which includes using analyses provided by our specialist external managers. For assets managed by external asset managers, we provide investment and credit risk parameters that must be used when making investment decisions and require ongoing monitoring and reporting from the asset managers on significant changes in credit risks within the portfolio.

Investment Concentrations

Our 15 largest global investment exposures as of December 31, 2016, were as follows:

Largest Global Investment Positions
 Amortized % of   Ratings
(In millions)Cost Total Seniority Moody’s S&P Fitch
Japan National Government(1)
$42,931
 42.41% Senior A1 A+ A
Japan Housing Finance Agency933
 .92
 Senior  AAA 
Republic of South Africa515
 .51
 Senior Baa2 BBB- BBB-
Bank of America NA386
 .38
        
    Bank of America Corp.215
 .21
 Senior Baa1 BBB+ A
    Bank of America Corp.171
 .17
 Lower Tier II Baa3 BBB A-
Bank of Tokyo-Mitsubishi UFJ Ltd.386
 .38
        
 BTMU Curacao Holdings NV386
 .38
 Lower Tier II A2  A-
Investcorp SA368
 .36
        
    Investcorp Capital Limited318
 .31
 Senior Ba2  BB
    Investcorp Capital Limited50
 .05
 Senior Ba2  
JP Morgan Chase & Co.336
 .33
        
    JPMorgan Chase & Co. (including Bear Stearns Companies Inc.)302
 .30
 Senior A3 A- A+
    JPMorgan Chase & Co. (Bank One Corp.)17
 .02
 Lower Tier II Baa1 BBB+ A
    JPMorgan Chase & Co. (NBD Bank)11
 .01
 Lower Tier II A1 A- A
    JPMorgan Chase & Co. (FNBC)6
 .00
 Senior Aa1 A+ 
Banobras318
 .31
 Senior A3 BBB+ BBB+
Sultanate of Oman300
 .30
 Senior Baa1 BBB- 
Nordea Bank AB289
 .29
        
    Nordea Bank AB221
 .22
 Tier I Baa3 BBB 
    Nordea Bank Finland68
 .07
 Upper Tier II Baa2  
Petroleos Mexicanos (Pemex)283
 .28
        
    Pemex Proj FDG Master TR258
 .25
 Senior Baa3 BBB+ BBB+
    Pemex Finance Ltd.25
 .03
 Senior Baa3 A A+
AXA282
 .28
        
    AXA-UAP231
 .23
 Upper Tier II A3 BBB+ BBB
    AXA51
 .05
 CC FNB A3 BBB+ BBB+
Deutsche Telekom AG279
 .28
        
    Deutsche Telekom AG258
 .26
 Senior Baa1 BBB+ BBB+
    Deutsche Telekom International Finance21
 .02
 Senior Baa1 BBB+ BBB+
CFE275
 .27
 Senior Baa1 BBB+ BBB+
Barclays Bank PLC271
 .27
        
    Barclays Bank PLC119
 .12
 Lower Tier II Baa3 BBB- A-
    Barclays Bank PLC106
 .10
 Upper Tier II Ba1 BB BBB
    Barclays Bank PLC39
 .04
 Tier I Ba2 BB BB+
    Barclay's Bank PLC7
 .01
 Tier I Ba2 BB BB+
                 Subtotal$48,152
 47.57%        
Total debt and perpetual securities$101,219
 100.00%        
(1)JGBs or JGB-backed securities

75




As previously disclosed, we own long-dated debt instruments in support of our long-dated policyholder obligations. Some of our largest global investment holdings are positions that were purchased many years ago and increased in size due to merger and consolidation activity among the issuing entities. In addition, many of our largest holdings are yen-denominated, therefore strengthening of the yen can increase our position in dollars, and weakening of the yen can decrease our position in dollars. Our global investment guidelines establish concentration limits for our investment portfolios.

Geographical Exposure

The following table indicates the geographic exposure of our debt and perpetual securities as of December 31.
 2016 2015 
(In millions)Amortized Cost % of
Total
 Amortized Cost % of
Total
 
Japan$46,977
 46.3% $39,593
 41.3% 
United States and Canada (1)
30,583
 30.1
 31,622
 33.0
 
United Kingdom2,396
 2.5
 2,697
 2.8
 
Germany2,558
 2.6
 2,558
 2.7
 
France1,741
 1.7
 1,755
 1.8
 
Peripheral Eurozone2,597
 2.6
 2,762
 2.9
 
     Portugal206
 .2
 200
 .2
 
     Italy1,567
 1.6
 1,514
 1.6
 
     Ireland118
 .1
 364
 .4
 
     Spain706
 .7
 684
 .7
 
Nordic Region1,728
 1.7
 1,906
 1.9
 
     Sweden704
 .7
 682
 .7
 
     Norway520
 .5
 512
 .5
 
     Denmark258
 .3
 332
 .3
 
     Finland246
 .2
 380
 .4
 
Other Europe2,295
 2.3
 2,502
 2.6
 
     Netherlands1,184
 1.2
 1,367
 1.4
 
     Switzerland247
 .3
 246
 .3
 
     Czech Republic429
 .4
 415
 .4
 
     Austria119
 .1
 115
 .1
 
     Belgium144
 .1
 182
 .2
 
     Poland172
 .2
 166
 .2
 
     Luxembourg0
 .0
 11
 .0
 
Asia excluding Japan3,425
 3.4
 3,325
 3.5
 
Africa and Middle East2,559
 2.5
 2,478
 2.6
 
Latin America2,205
 2.2
 2,172
 2.3
 
Australia1,705
 1.7
 2,135
 2.2
 
All Others450
 .4
 437
 .4
 
     Total debt and perpetual securities$101,219
 100.0% $95,942
 100.0% 
(1) Includes total exposure to Puerto Rico of $1 million of required deposits at December 31, 2016 and 2015, of which 100% and 72%
had principal and interest insurance as of December 31, 2016 and 2015, respectively.
The primary factor considered when determining the domicile of investment exposure is the legal country risk location of the issuer. However, other factors such as the location of the parent guarantor, the location of the company's headquarters or major business operations (including location of major assets), location of primary market (including location of revenue generation) and specific country risk publicly recognized by rating agencies can influence the assignment of the country (or geographic) risk location. When the issuer is a special financing vehicle or a branch or subsidiary of a global company, then we consider any guarantees and/or legal, regulatory and corporate relationships of the issuer relative to its ultimate parent in determining the proper assignment of country risk.

76




Derivative Counterparties
We areThe Company is a direct counterparty to the foreign currency swaps that we have entered into in connection with certainmajority of our senior notesderivative instruments and subordinated debentures; foreign currency forwards; foreign currency options; and interest rate swaptions, therefore we areis exposed to credit risk in the event of nonperformance by the counterparties in those contracts. For the foreign currency and credit default swaps associated with ourthe Company's VIE investments for which we areit is the primary beneficiary, we bearthe Company bears the risk of foreign exchange and/or credit loss due to counterparty default even though we areit is not a direct counterparty to those contracts. The risk of counterparty default for ourthe Company's VIE and senior note and subordinated debenture swaps, foreign currency swaps, certain foreign currency forwards, andforeign currency options and interest rate swaptions is mitigated by collateral posting requirements the counterpartythat counterparties to those transactions must meet. If collateral posting agreements are not in place, the counterparty risk associated with foreign currency forwards and foreign currency options is the risk that at expiry of the contract, the counterparty is unable to deliver the agreed upon amount of yen at the agreed upon price or delivery date, thus exposing the companyCompany to additional unhedged exposure to U.S. dollars in the Aflac Japan investment portfolio. See Note 4 of the accompanying Notes to the Consolidated Financial Statements for more information.


Equity Risk

Market prices for equity securities are subject to fluctuation and consequently the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from the relative price of alternative investments and general market conditions. If equity prices experienced a hypothetical broad-based decline of 10%, the fair value of the Company's equity investments would decline by approximately $80 million.


76




ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of ourthe Company's management, including ourits principal executive officer and principal financial officer, wethe Company conducted an evaluation of the effectiveness of ourits internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on ourthe Company's evaluation under this framework, management has concluded that ourthe Company's internal control over financial reporting was effective as of December 31, 2016.2019.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2016,2019, which is included herein.


77




Item 8. Financial Statements and Supplementary Data


Report of Independent Registered Public Accounting Firm
TheTo the Shareholders and Board of Directors and Shareholders
Aflac Incorporated:

Opinion on Internal Control Over Financial Reporting
We have audited Aflac Incorporated'sIncorporated and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016,2019, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Aflac Incorporated's in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.
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, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements), and our report dated February 21, 2020 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company'sCompany’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ KPMG LLP

Atlanta, Georgia
February 21, 2020

78


Item 8. Financial Statements and Supplementary Data



Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Aflac Incorporated:

Opinion on the ConsolidatedFinancial Statements
We have audited the accompanying consolidated balance sheets of Aflac Incorporated and subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements). In our opinion, Aflac Incorporated maintained,the consolidated financial statements present fairly, in all material respects, effective internal control overthe financial reportingposition of the Company as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by2019 and 2018, and the Committeeresults of Sponsoring Organizationsits operations and its cash flows for each of the Treadway Commission (COSO).years in the three‑year period ended December 31, 2019, 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 consolidated balance sheets of Aflac Incorporated and subsidiariesCompany’s internal control over financial reporting as of December 31, 2016 and 2015, and2019, based on criteria established in Internal Control - Integrated Framework issued by the related consolidated statementsCommittee of earnings, comprehensive income (loss), shareholders' equity, and cash flows for eachSponsoring Organizations of the yearsTreadway Commission (COSO) in the three-year period ended December 31, 2016,2013, and our report dated February 24, 201721, 2020 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Atlanta, Georgia
February 24, 2017


78



Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Aflac Incorporated:

We have audited the accompanying consolidated balance sheets of Aflac Incorporated and subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of earnings, comprehensive income (loss), shareholders' equity, and cash flows for eacheffectiveness of the years in the three-year period ended December 31, 2016. Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,
79


Item 8. Financial Statements and Supplementary Data


Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements referredthat were communicated or required to above present fairly,be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in all material respects, the financial position of Aflac Incorporated and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, 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), Aflac Incorporated's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), andany way our report dated February 24, 2017, expressed an unqualified opinion on the effectivenessconsolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of the Company'smeasurement of fair value of certain investments and derivatives
As discussed in Note 5 to the consolidated financial statements, the Company has certain privately issued securities and derivative instruments associated with variable interest entities (VIEs) that require significant judgment in the estimation of fair value. The fair value of privately issued securities are estimated using valuation models developed by a third party pricing vendor and require judgment to determine the inputs and assumptions used in the valuation models, such as credit default swap (CDS) spreads and the selection of comparable securities, when appropriate. The fair value of the Company’s derivatives associated with VIEs are also estimated using valuation models developed by a third party pricing vendor. Given the long duration of derivatives associated with VIEs, the estimate of the fair value requires judgment to extrapolate short-term observable data into long-term inputs for use in the valuation models. As of December 31, 2019, the value of privately issued securities are included within the financial statement captions of fixed maturity securities available for sale, at fair value; fixed maturity securities available for sale - consolidated variable interest entities, at fair value; and, fixed maturity securities held to maturity, at amortized cost, which totaled $86,950 million, $4,312 million, and $30,085 million, respectively. As of December 31, 2019, the fair value of derivatives associated with VIEs are included within the financial statement captions of other assets and other liabilities, which totaled $2,368 million and $3,440 million, respectively.
We identified the assessment of the measurement of fair value of certain privately issued securities and derivative instruments associated with VIEs as a critical audit matter. Due to the complexity of the valuation models, specialized valuation skills and knowledge and subjective auditor judgment were needed to evaluate the valuation models and the inputs and assumptions used in the models to estimate fair value.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controlcontrols, with the involvement of valuation professionals when appropriate, over the Company’s process to estimate the fair value of such securities and derivative instruments, including controls over the Company’s evaluation of the inputs, assumptions and estimates of fair value obtained from its third party pricing vendor. We involved valuation professionals with specialized skills and knowledge to assist in assessing the estimated fair values of such securities and derivative instruments, which included:
Evaluating the inputs and assumptions used in the models to estimate the fair value of the privately issued securities, including an assessment of the determination of comparable securities and/or CDS spreads used by the third party pricing vendor for a selection of privately issued securities.
Assessing the internal models used by the Company to evaluate the fair values for privately issued securities and derivatives associated with VIEs obtained from the third party pricing vendor. We observed that differences, if any, in fair value between the Company and the third party pricing vendor above pre-established tolerances were investigated by the Company.
Developing an independent estimate of the fair value for a selection of privately issued securities and derivative instruments associated with VIEs and comparing our independent estimate to the fair value measurement recorded by the Company.

80


Item 8. Financial Statements and Supplementary Data


Assessment of the estimate of unpaid policy claims
As discussed in Note 1 to the consolidated financial reporting.statements, unpaid policy claims are estimates computed primarily on an undiscounted basis using statistical analyses of historical claims experience adjusted for current trends and changed conditions. The estimates are evaluated by the Company and, as new claim experience emerges, the estimates are adjusted as necessary. As of December 31, 2019, the Company recorded a liability for unpaid policy claims of $4,659 million.

We identified the assessment of the estimate of unpaid policy claims as a critical audit matter. Specialized actuarial skills and knowledge and subjective auditor judgment were needed to evaluate the actuarial methodologies and assumptions used to estimate the unpaid policy claims liability and determine that the Company’s methodologies are consistent with generally accepted actuarial methodologies.

The primary procedures we performed to address this critical audit matter included the following. We tested, with the involvement of actuarial professionals when appropriate, certain internal controls over the Company’s process to estimate the unpaid policy claims liability, including controls related to the evaluation of the actuarial methodologies and assumptions used in the calculation of the unpaid policy claims liability. We involved actuarial professionals with specialized skills and knowledge to assist in assessing the unpaid policy claims liability, which included:
Assessing the actuarial methodologies and assumptions utilized by the Company by comparing them to generally accepted actuarial methodologies and historical results.
Evaluating the Company’s estimate of the unpaid policy claims liability by comparing to historical results and our expectations of changes in the estimate.
Developing an independent range for the estimate of unpaid policy claims for certain products to evaluate the Company’s recorded liability and assessing any movement of the recorded liability within our range.
Evaluating the Company’s historical ability to estimate unpaid policy claims by comparing the unpaid policy claims liability for certain products recorded by the Company at various historical periods to an independent range developed using claims paid through December 31, 2019.




/s/ KPMG LLP


We have served as the Company’s auditor since 1963.
Atlanta, Georgia
February 24, 201721, 2020




7981




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Consolidated Statements of Earnings
Years Ended December 31,
 
(In millions, except for share and per-share amounts)2019 2018 2017
Revenues:           
Net premiums, principally supplemental health insurance $18,780
   $18,677
   $18,531
 
Net investment income 3,578
   3,442
   3,220
 
Realized investment gains (losses):           
Other-than-temporary impairment losses realized and loan loss reserves (31)   (81)   (37) 
Other gains (losses) (104)   (349)   (114) 
Total realized investment gains (losses) (135)   (430)   (151) 
Other income (loss) 84
   69
   67
 
Total revenues 22,307
   21,758
   21,667
 
Benefits and expenses:           
Benefits and claims, net 11,942
   12,000
   12,181
 
Acquisition and operating expenses:           
Amortization of deferred policy acquisition costs 1,282
   1,245
   1,132
 
Insurance commissions 1,321
   1,320
   1,316
 
Insurance and other expenses (1)
 3,089
   2,988
   2,780
 
Interest expense 228
   222
   240
 
Total acquisition and operating expenses 5,920
   5,775
   5,468
 
Total benefits and expenses 17,862
   17,775
   17,649
 
Earnings before income taxes 4,445
   3,983
   4,018
 
Income tax expense:           
Current 806
   1,379
   631
 
Deferred 335
   (316)   (1,217) 
Income taxes 1,141
   1,063
   (586) 
Net earnings $3,304
   $2,920
   $4,604
 
Net earnings per share:           
Basic $4.45
   $3.79
   $5.81
 
Diluted 4.43
   3.77
   5.77
 
Weighted-average outstanding common shares used in
computing earnings per share (In thousands):
           
Basic 742,414
   769,588
   792,042
 
Diluted 746,430
   774,650
   797,861
 

(In millions, except for share and per-share amounts)2016 2015 2014
Revenues:           
Net premiums, principally supplemental health insurance $19,225
   $17,570
   $19,072
 
Net investment income 3,278
   3,135
   3,319
 
Realized investment gains (losses):           
Other-than-temporary impairment losses realized (83)   (153)   (31) 
Sales and redemptions 215
   303
   215
 
Derivative and other gains (losses) (255)   (10)   31
 
Total realized investment gains (losses) (123)   140
   215
 
Other income (loss) 179
   27
   122
 
Total revenues 22,559
   20,872
   22,728
 
Benefits and expenses:           
Benefits and claims, net 12,919
   11,746
   12,937
 
Acquisition and operating expenses:           
Amortization of deferred policy acquisition costs 1,141
   1,066
   1,108
 
Insurance commissions 1,368
   1,303
   1,436
 
Insurance expenses 2,452
   2,214
   2,261
 
Interest expense 268
   289
   317
 
Other expenses 344
(1) 
  392
(1) 
  178
 
Total acquisition and operating expenses 5,573
   5,264
   5,300
 
Total benefits and expenses 18,492
   17,010
   18,237
 
Earnings before income taxes 4,067
   3,862
   4,491
 
Income tax expense:           
Current 884
   1,288
   1,079
 
Deferred 524
   41
   461
 
Income taxes 1,408
   1,329
   1,540
 
Net earnings $2,659
   $2,533
   $2,951
 
Net earnings per share:           
Basic $6.46
   $5.88
   $6.54
 
Diluted 6.42
   5.85
   6.50
 
Weighted-average outstanding common shares used in
computing earnings per share (In thousands):
           
Basic 411,471
   430,654
   451,204
 
Diluted 413,921
   433,172
   454,000
 
(1) Includes expense of $137$13 in 2016 and $230 in 20152017 for the payments associated with the early extinguishment of debt
See the accompanying Notes to the Consolidated Financial Statements.




8082




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31,
 
(In millions)2019 2018 2017
Net earnings $3,304
   $2,920
   $4,604
 
Other comprehensive income (loss) before income taxes:           
Unrealized foreign currency translation gains (losses) during
period
 252
   232
   286
 
Unrealized gains (losses) on fixed maturity securities:           
Unrealized holding gains (losses) on fixed maturity securities
during period
 5,870
   (3,155)   1,731
 
Reclassification adjustment for realized (gains) losses on
fixed maturity securities included in net earnings
 (18)   46
   2
 
Unrealized gains (losses) on derivatives during period (12)   2
   1
 
Pension liability adjustment during period (85)   (25)   9
 
Total other comprehensive income (loss) before income taxes 6,007
   (2,900)   2,029
 
Income tax expense (benefit) related to items of other comprehensive
income (loss)
 1,543
   (797)   631
 
Other comprehensive income (loss), net of income taxes 4,464
   (2,103)   1,398
 
Total comprehensive income (loss) $7,768
   $817
   $6,002
 
(In millions)2016 2015 2014
Net earnings $2,659
   $2,533
   $2,951
 
Other comprehensive income (loss) before income taxes:           
Unrealized foreign currency translation gains (losses) during
period
 283
   360
   (1,455) 
Unrealized gains (losses) on investment securities:           
Unrealized holding gains (losses) on investment securities during
period
 2,852
   (2,534)   5,947
 
Reclassification adjustment for realized (gains) losses on
investment securities included in net earnings
 (53)   (61)   (54) 
Unrealized gains (losses) on derivatives during period 3
   0
   (17) 
Pension liability adjustment during period (45)   (20)   (76) 
Total other comprehensive income (loss) before income taxes 3,040
   (2,255)   4,345
 
Income tax expense (benefit) related to items of other comprehensive
income (loss)
 1,035
   (901)   1,803
 
Other comprehensive income (loss), net of income taxes 2,005
   (1,354)   2,542
 
Total comprehensive income (loss) $4,664
   $1,179
   $5,493
 

See the accompanying Notes to the Consolidated Financial Statements.


8183




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Consolidated Balance Sheets
December 31,
 
(In millions, except for share and per-share amounts)2019 2018 
Assets:    
Investments and cash:    
Fixed maturity securities available for sale, at fair value
(amortized cost $76,063 in 2019 and $73,007 in 2018)
$86,950
 $78,429
 
Fixed maturity securities available for sale - consolidated variable interest entities, at fair value
(amortized cost $3,308 in 2019 and $3,849 in 2018)
4,312
 4,466
 
Fixed maturity securities held to maturity, at amortized cost
(fair value $37,594 in 2019 and $36,722 in 2018)
30,085
 30,318
 
Equity securities, at fair value802
 987
 
Commercial mortgage and other loans
(includes $7,956 in 2019 and $5,528 in 2018 of consolidated variable interest entities)
9,569
 6,919
 
Other investments
(includes $494 in 2019 and $328 in 2018 of consolidated variable interest entities)
1,477
 787
 
Cash and cash equivalents4,896
 4,337
 
Total investments and cash138,091
 126,243
 
Receivables828
 851
 
Accrued investment income772
 773
 
Deferred policy acquisition costs10,128
 9,875
 
Property and equipment, at cost less accumulated depreciation (1)
581
 443
 
Other2,368
 2,221
 
Total assets$152,768
 $140,406
 
Liabilities and shareholders’ equity:    
Liabilities:    
Policy liabilities:    
Future policy benefits$90,335
 $86,368
 
Unpaid policy claims4,659
 4,584
 
Unearned premiums4,243
 5,090
 
Other policyholders’ funds7,317
 7,146
 
Total policy liabilities106,554
 103,188
 
Income taxes5,370
 4,020
 
Payables for return of cash collateral on loaned securities1,876
 1,052
 
Notes payable and lease obligations (1)
6,569
 5,778
 
Other3,440
 2,906
 
Total liabilities123,809
 116,944
 
Commitments and contingent liabilities (Note 15)

 

 
Shareholders’ equity:    
Common stock of $.10 par value. In thousands: authorized 1,900,000
shares in 2019 and 2018; issued 1,349,309 shares in 2019 and 1,347,540
shares in 2018
135
 135
 
Additional paid-in capital2,313
 2,177
 
Retained earnings34,291
 31,788
 
Accumulated other comprehensive income (loss):    
Unrealized foreign currency translation gains (losses)(1,623) (1,847) 
Unrealized gains (losses) on fixed maturity securities8,548
 4,234
 
Unrealized gains (losses) on derivatives(33) (24) 
Pension liability adjustment(277) (212) 
Treasury stock, at average cost(14,395) (12,789) 
Total shareholders’ equity28,959
 23,462
 
Total liabilities and shareholders’ equity$152,768
 $140,406
 

(In millions)2016 2015 
Assets:    
Investments and cash:    
Securities available for sale, at fair value:    
Fixed maturities (amortized cost $62,195 in 2016 and $56,903 in 2015)$68,778
 $60,795
 
Fixed maturities - consolidated variable interest entities (amortized
cost $4,168 in 2016 and $3,739 in 2015)
4,982
 4,554
 
Perpetual securities (amortized cost $1,269 in 2016 and $1,586 in 2015)1,425
 1,719
 
Perpetual securities - consolidated variable interest entities
(amortized cost $237 in 2016 and $255 in 2015)
208
 228
 
Equity securities (cost $231 in 2016 and $117 in 2015)265
 135
 
Equity securities - consolidated variable interest entities
(cost $972 in 2016 and $363 in 2015)
1,044
 363
 
Securities held to maturity, at amortized cost:    
Fixed maturities (fair value $40,021 in 2016 and $37,520 in 2015)33,350
 33,459
 
Other investments1,450
(1) 
294
 
Cash and cash equivalents4,859
 4,350
 
Total investments and cash116,361
 105,897
 
Receivables669
 705
 
Accrued investment income754
 768
 
Deferred policy acquisition costs8,993
 8,511
 
Property and equipment, at cost less accumulated depreciation433
 427
 
Other(2)
2,609
 1,948
 
Total assets$129,819
 $118,256
 
(1)Includes $819 in 2016 See Note 1 of loan receivables from consolidated variable interest entities
(2) Includes $127 in 2016 and $102 in 2015 of derivatives from consolidated variable interest entities
Prior-year amounts have been adjustedthe Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 20162019 related to debt issuance costs.leases.
See the accompanying Notes to the Consolidated Financial Statements.

(continued)


8284



Aflac Incorporated and Subsidiaries
Consolidated Balance Sheets (continued)
December 31,
(In millions, except for share and per-share amounts)2016 2015 
Liabilities and shareholders’ equity:    
Liabilities:    
Policy liabilities:    
Future policy benefits$76,106
 $69,687
 
Unpaid policy claims4,045
 3,802
 
Unearned premiums6,916
 7,857
 
Other policyholders’ funds6,659
 6,285
 
Total policy liabilities93,726
 87,631
 
Income taxes5,387
 4,340
 
Payables for return of cash collateral on loaned securities526
 941
 
Notes payable5,360
 4,971
 
Other(3)
4,338
 2,665
 
Total liabilities109,337
 100,548
 
Commitments and contingent liabilities (Note 15)
 
 
Shareholders’ equity:    
Common stock of $.10 par value. In thousands: authorized 1,900,000
shares in 2016 and 2015; issued 671,249 shares in 2016 and 669,723
shares in 2015
67
 67
 
Additional paid-in capital1,976
 1,828
 
Retained earnings25,981
 24,007
 
Accumulated other comprehensive income (loss):    
Unrealized foreign currency translation gains (losses)(1,983) (2,196) 
Unrealized gains (losses) on investment securities4,805
 2,986
 
Unrealized gains (losses) on derivatives(24) (26) 
Pension liability adjustment(168) (139) 
Treasury stock, at average cost(10,172) (8,819) 
Total shareholders’ equity20,482
 17,708
 
Total liabilities and shareholders’ equity$129,819
 $118,256
 
(3) Includes $146 in 2016 and $293 in 2015 of derivatives from consolidated variable interest entities
Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.
See the accompanying Notes to the Consolidated Financial Statements.

83




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Consolidated Statements of Shareholders’ Equity
Years Ended December 31,

(In millions, except for per-share amounts)2016 2015 2014
Common stock:     
Balance, beginning of period$67
 $67
 $67
Balance, end of period67
 67
 67
Additional paid-in capital:     
Balance, beginning of period1,828
 1,711
 1,644
Exercise of stock options46
 43
 29
Share-based compensation64
 36
 (3)
Gain (loss) on treasury stock reissued38
 38
 41
Balance, end of period1,976
 1,828
 1,711
Retained earnings:     
Balance, beginning of period24,007
 22,156
 19,885
Net earnings2,659
 2,533
 2,951
Dividends to shareholders ($1.66 per share in 2016, $1.58 per share in 2015 and
$1.50 per share in 2014)
(685) (682) (680)
Balance, end of period25,981
 24,007
 22,156
Accumulated other comprehensive income (loss):     
Balance, beginning of period625
 1,979
 (563)
Unrealized foreign currency translation gains (losses) during
period, net of income taxes
213
 345
 (1,036)
Unrealized gains (losses) on investment securities during period,
net of income taxes and reclassification adjustments
1,819
 (1,686) 3,637
Unrealized gains (losses) on derivatives during period, net of
income taxes
2
 0
 (14)
Pension liability adjustment during period, net of income taxes(29) (13) (45)
Balance, end of period2,630
 625
 1,979
Treasury stock:     
Balance, beginning of period(8,819) (7,566) (6,413)
Purchases of treasury stock(1,422) (1,315) (1,210)
Cost of shares issued69
 62
 57
Balance, end of period(10,172) (8,819) (7,566)
Total shareholders’ equity$20,482
 $17,708
 $18,347
(In millions, except for per share amounts)Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockTotal
Shareholders'
Equity
Balance at December 31, 2016$135
$1,908
$25,981
$2,630
$(10,172)$20,482
Net earnings0
0
4,604
0
0
4,604
Unrealized foreign currency translation
gains (losses) during period, net of
income tax
0
0
0
233
0
233
Unrealized gains (losses) on fixed maturity
securities during period, net of income
taxes and reclassification adjustments
0
0
0
1,159
0
1,159
Unrealized gains (losses) on derivatives
during period, net of income taxes
0
0
0
1
0
1
Pension liability adjustment during period,
net of income taxes
0
0
0
5
0
5
Dividends to shareholders
($.87 per share)
0
0
(690)0
0
(690)
Exercise of stock options0
38
0
0
0
38
Share-based compensation0
51
0
0
0
51
Purchases of treasury stock0
0
0
0
(1,391)(1,391)
Treasury stock reissued0
55
0
0
51
106
Balance at December 31, 2017135
2,052
29,895
4,028
(11,512)24,598
Cumulative effect of change in accounting
  principles, net of income tax (1)
0
0
(226)226
0
0
Net earnings0
0
2,920
0
0
2,920
Unrealized foreign currency translation
gains (losses) during period, net of
income tax
0
0
0
228
0
228
Unrealized gains (losses) on fixed maturity
securities during period, net of income
taxes and reclassification adjustments
0
0
0
(2,316)0
(2,316)
Unrealized gains (losses) on derivatives
during period, net of income taxes
0
0
0
2
0
2
Pension liability adjustment during period,
net of income taxes
0
0
0
(17)0
(17)
Dividends to shareholders
($1.04 per share)
0
0
(801)0
0
(801)
Exercise of stock options0
34
0
0
0
34
Share-based compensation0
54
0
0
0
54
Purchases of treasury stock0
0
0
0
(1,317)(1,317)
Treasury stock reissued0
37
0
0
40
77
Balance at December 31, 2018135
2,177
31,788
2,151
(12,789)23,462
Net earnings0
0
3,304
0
0
3,304
Unrealized foreign currency translation
gains (losses) during period, net of
income tax
0
0
0
224
0
224
Unrealized gains (losses) on fixed maturity
securities during period, net of income
taxes and reclassification adjustments
0
0
0
4,314
0
4,314
Unrealized gains (losses) on derivatives
during period, net of income taxes
0
0
0
(9)0
(9)
Pension liability adjustment during period,
net of income taxes
0
0
0
(65)0
(65)
Dividends to shareholders
($1.08 per share)
0
0
(801)0
0
(801)
Exercise of stock options0
29
0
0
0
29
Share-based compensation0
54
0
0
0
54
Purchases of treasury stock0
0
0
0
(1,656)(1,656)
Treasury stock reissued0
53
0
0
50
103
Balance at December 31, 2019$135
$2,313
$34,291
$6,615
$(14,395)$28,959
(1) See Note 1 of the Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 2018.
See the accompanying Notes to the Consolidated Financial Statements.


8485




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31,
(In millions)2019 2018 2017
Cash flows from operating activities:           
Net earnings $3,304
   $2,920
   $4,604
 
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:           
Change in receivables and advance premiums (32)   (55)   (91) 
Capitalization of deferred policy acquisition costs (1,452)   (1,504)   (1,468) 
Amortization of deferred policy acquisition costs 1,282
   1,245
   1,132
 
Increase in policy liabilities 2,104
   2,343
   2,890
 
Change in income tax liabilities (244)   64
   (1,240) 
Realized investment (gains) losses 135
   430
   151
 
Other, net 358
   571
   150
 
Net cash provided (used) by operating activities 5,455
   6,014
   6,128
 
Cash flows from investing activities:           
Proceeds from investments sold or matured:           
Available-for-sale fixed maturity securities 5,284
   7,888
   4,680
 
Equity securities 650
   429
   902
 
Held-to-maturity fixed maturity securities 622
   1,670
   2,212
 
Commercial mortgage and other loans 1,814
   936
   303
 
Costs of investments acquired:           
Available-for-sale fixed maturity securities (6,934)   (9,086)   (9,867) 
Equity securities (347)   (440)   (446) 
Commercial mortgage and other loans (4,401)   (4,848)   (2,115) 
Other investments, net (653)   (414)   (206) 
Settlement of derivatives, net (9)   (241)   (621) 
Cash received (pledged or returned) as collateral, net 926
   348
   (205) 
Other, net (123)   176
   (68) 
Net cash provided (used) by investing activities (3,171)   (3,582)   (5,431) 
Cash flows from financing activities:           
Purchases of treasury stock (1,627)   (1,301)   (1,351) 
Proceeds from borrowings 615
   1,020
   1,040
 
Principal payments under debt obligations 0
   (550)   (1,161) 
Dividends paid to shareholders (771)   (793)   (661) 
Change in investment-type contracts, net (1)   (31)   35
 
Treasury stock reissued 49
   58
   33
 
Other, net 22
   (19)   0
 
Net cash provided (used) by financing activities (1,713)   (1,616)   (2,065) 
Effect of exchange rate changes on cash and cash equivalents (12)   30
   0
 
Net change in cash and cash equivalents 559
   846
   (1,368) 
Cash and cash equivalents, beginning of period 4,337
   3,491
   4,859
 
Cash and cash equivalents, end of period $4,896
   $4,337
   $3,491
 
Supplemental disclosures of cash flow information:           
Income taxes paid $1,384
   $998
   $780
 
Interest paid 190
   181
   196
 
Noncash interest 37
   41
   44
 
Impairment losses and loan loss reserves included in realized investment losses 31
   81
   37
 
Noncash financing activities:           
Lease obligations 132
   11
   12
 
Treasury stock issued for:           
   Associate stock bonus 15
   7
   29
 
   Shareholder dividend reinvestment 30
   8
   29
 
   Share-based compensation grants 5
   2
   1
 
(In millions)2016 2015 2014
Cash flows from operating activities:           
Net earnings $2,659
   $2,533
   $2,951
 
Adjustments to reconcile net earnings to net cash provided by operating activities:           
Change in receivables and advance premiums 42
   147
   (7) 
Increase in deferred policy acquisition costs (306)   (241)   (225) 
Increase in policy liabilities 3,331
   3,524
   3,614
 
Change in income tax liabilities (93)   (36)   123
 
Realized investment (gains) losses 123
   (140)   (215) 
Other, net 231
(1) 
  989
(1) 
  309
 
Net cash provided (used) by operating activities 5,987
   6,776
   6,550
 
Cash flows from investing activities:           
Proceeds from investments sold or matured:           
Securities available for sale:           
Fixed maturities sold 5,157
   3,224
   4,178
 
Fixed maturities matured or called 1,096
   1,132
   1,001
 
Perpetual securities matured or called 470
   647
   203
 
Equity securities sold 350
   1
   0
 
Securities held to maturity:           
Fixed maturities matured or called 1,399
   766
   8,475
 
Costs of investments acquired:           
Available-for-sale fixed maturities acquired (10,890)   (6,507)   (10,978) 
Available-for-sale equity securities acquired (1,079)   (454)   (5) 
Held-to-maturity fixed maturities acquired 0
   0
   (3,564) 
Other investments, net (1,118)   (70)   272
 
Purchase of subsidiary 0
   (40)   0
 
Settlement of derivatives, net 1,252
   (2,119)   (636) 
Cash received (pledged or returned) as collateral, net (416)   (1,391)   (3,217) 
Other, net (76)   (86)   30
 
Net cash provided (used) by investing activities (3,855)   (4,897)   (4,241) 
Cash flows from financing activities:           
Purchases of treasury stock (1,422)   (1,315)   (1,210) 
Proceeds from borrowings 986
   998
   750
 
Principal payments under debt obligations (610)   (1,272)   (335) 
Dividends paid to shareholders (658)   (656)   (654) 
Change in investment-type contracts, net 159
   256
   1,253
 
Treasury stock reissued 46
   36
   33
 
Other, net (120)
(1) 
  (234)
(1) 
  16
 
Net cash provided (used) by financing activities (1,619)   (2,187)   (147) 
Effect of exchange rate changes on cash and cash equivalents (4)   0
   (47) 
Net change in cash and cash equivalents 509
   (308)   2,115
 
Cash and cash equivalents, beginning of period 4,350
   4,658
   2,543
 
Cash and cash equivalents, end of period $4,859
   $4,350
   $4,658
 
Supplemental disclosures of cash flow information:           
Income taxes paid $1,526
   $996
   $1,416
 
Interest paid 211
   236
   241
 
Noncash interest 57

  53
   76
 
Impairment losses included in realized investment losses 83
   153
   31
 
Noncash financing activities:           
Capital lease obligations 1
   6
   9
 
Treasury stock issued for:           
   Associate stock bonus 30
   35
   35
 
   Shareholder dividend reinvestment 27
   26
   26
 
   Share-based compensation grants 4
   3
   4
 
(1) Operating activities excludes and financing activities includes a cash outflow of $137 in 2016 and $230 in 2015 for the payments associated with the early extinguishment of debt
See the accompanying Notes to the Consolidated Financial Statements.


8586




Item 8. Financial Statements and Supplementary Data


Aflac Incorporated and Subsidiaries
Notes to the Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Aflac Incorporated (the Parent Company) and its subsidiaries (collectively, the Company) primarily sell supplemental health and life insurance in the United States (U.S.) and Japan. The Company's insurance business is marketed and administered through American Family Life Assurance Company of Columbus (Aflac), which operates in the United States (Aflac U.S.) and, effective April 1, 2018, through Aflac Life Insurance Japan Ltd. (ALIJ) in Japan. Prior to April 1, 2018, the Company's insurance business was marketed in Japan as a branch inof Aflac. The Company’s operations consist of two reportable business segments: Aflac U.S., which includes Aflac, and Aflac Japan, (Aflac Japan).which includes ALIJ. American Family Life Assurance Company of New York (Aflac New York) is a wholly owned subsidiary of Aflac. Most of Aflac's policies are individually underwritten and marketed through independent agents. Additionally, Aflac U.S. markets and administers group products through Continental American Insurance Company (CAIC), branded as Aflac Group Insurance. OurThe Company's insurance operations in the United StatesU.S. and our branch in Japan service the two markets for ourthe Company's insurance business. Aflac Japan's revenues, including realized gains and losses on its investment portfolio, accounted for 71%69% of the Company's total revenues in 2016,2019, compared with 70% in 2015both 2018 and 72% in 2014.2017. The percentage of the Company's total assets attributable to Aflac Japan was 83% at both December 31, 20162019, compared with 84% at December 31, 2018.

In November 2019, the Company acquired Argus Holdings, LLC and 2015.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. The Company paid $75 million at closing and made an additional commitment of up to $21 million in contingent consideration payable over three years based on the achievement by Argus of certain performance targets. Argus is an addition to the Aflac U.S. segment.


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


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


Significant Accounting Policies


Translation of Foreign Currencies:Currency Translation: The functional currency of Aflac Japan's insurance operationsJapan is the Japanese yen. We translate ourThe Company translates its yen-denominated financial statement accounts into U.S. dollars as follows. Assets and liabilities are translated at end-of-period exchange rates. Realized gains and losses on security transactions are translated at the exchange rate on the trade date of each transaction. Other revenues, expenses, and cash flows are translated using average exchange rates for the period. The resulting currency translation adjustments are reported in accumulated other comprehensive income. We includeThe Company includes in earnings the realized currency exchange gains and losses resulting from foreign currency transactions.


We haveThe Parent Company has designated a majority of the Parent Company'sits yen-denominated liabilities (notes payable and yen-denominated loans) as non-derivative hedges and designatedfrom time-to-time may designate certain foreign currency forwards and options as derivative hedges of the foreign currency exposure of ourthe Company's net investment in Aflac Japan. Outstanding principal and related accrued interest on these Parent Company liabilities and the fair value of these derivatives are translated into U.S. dollars at end-of-period exchange rates. Currency translation adjustments and changes in the fair value of these

87


Item 8. Financial Statements and Supplementary Data


derivatives are recorded as unrealized foreign currency translation gains (losses) in other comprehensive income and are included in accumulated other comprehensive income.


Insurance Revenue and Expense Recognition: The Substantially all of the supplemental health and life insurance policies we issuethe Company issues are classified as long-duration contracts. The contract provisions generally cannot be changed or canceled during the contract period; however, wethe Company may adjust premiums for supplemental health policies issued in the United StatesU.S. within prescribed guidelines and with the approval of state insurance regulatory authorities.

86





Insurance premiums for most of the Company's health and life policies, including cancer, accident, hospital, critical illness, dental, vision, term life, whole life, long-term care and disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.


Premiums from the Company's products with limited-pay features, including term life, whole life, WAYS, and child endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.


At the policyholder's option, customers can also pay discounted advanced premiums for certain of ourthe Company's products. Advanced premiums are deferred and recognized when due from policyholders over the regularly scheduled premium payment period.


The calculation of deferred policy acquisition costs (DAC)DAC and the liability for future policy benefits requires the use of estimates based on sound actuarial valuation techniques. For new policy issues, we review ourthe Company reviews its actuarial assumptions and deferrable acquisition costs each year and reviserevises them when necessary to more closely reflect recent experience and studies of actual acquisition costs. For policies in force, we evaluatethe Company evaluates DAC by major product groupings to determine that they are recoverable from future revenues, and any amounts determined not to be recoverable are charged against net earnings. We haveThe Company has not had any material charges to earnings for DAC that was determined not to be recoverable in any of the years presented in this Form 10-K.


Advertising expense is reported as incurred in insurance expenses in the consolidated statements of earnings.


Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased.


Investments: Our The Company's debt securities consist of fixed-maturityfixed maturity securities, which are classified as either held to maturity or available for sale. Securities classified as held to maturity are securities that we havethe Company has the ability and intent to hold to maturity or redemption and are carried at amortized cost. All other fixed-maturityfixed maturity debt securities, our perpetual securities and our equity securities are classified as available for sale and are carried at fair value. If the fair value is higher than the amortized cost for debt and perpetual securities, or the purchase cost for equity securities, the excess is an unrealized gain, and if lower than cost, the difference is an unrealized loss. The net unrealized gains and losses on securities available for sale, plus the unamortized unrealized gains and losses on debt securities transferred to the held-to-maturity portfolio, less related deferred income taxes, are recorded through other comprehensive income and included in accumulated other comprehensive income.


Amortized cost of debt and perpetual securities is based on ourthe Company's purchase price adjusted for accrual of discount, or amortization of premium, and recognition of impairment charges, if any. The amortized cost of debt and perpetual securities we purchasethe Company purchases at a discount or premium will equal the face or par value at maturity or the call date, if applicable. Interest is reported as income when earned and is adjusted for amortization of any premium or discount.


We haveThe Company has investments in marketable equity securities which are carried at fair value. Changes in the fair value of equity securities are recorded in earnings as a component of realized investment gains and losses.

The Company has investments in variable interest entities (VIEs). Criteria for evaluating VIEs for consolidation focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. We areThe Company is the primary beneficiary of certain VIEs, and therefore consolidateconsolidates these entities in ourits financial statements. While the consolidated VIEs generally operate within a defined set of documents,contractual terms, there are certain powers

88


Item 8. Financial Statements and Supplementary Data


that are retained by usthe Company that are considered significant in ourthe conclusion that we arethe Company is the primary beneficiary. These powers vary by structure but generally include the initial selection of the underlying collateral or, for collateralized debt obligations (CDOs), the reference credits to include in the structure;collateral; the ability to obtain the underlying collateral in the event of default; and, the ability to appoint or dismiss key parties in the structure. In particular, ourthe Company's powers surrounding the underlying collateral were considered to be the most significant powers sincebecause those most significantly impact the economics of the VIE. We haveThe Company has no obligation to provide any continuing financial support to any of the entities in which we areit is the primary beneficiary. OurThe Company's maximum loss is limited to ourits original investment. Neither wethe Company nor any of ourits creditors have the ability to

87



obtain the underlying collateral, nor do wedoes the Company have control over the instruments held in the VIEs, unless there is an event of default. For those entities where we arethe Company is the primary beneficiary, the consolidated entity's assets consolidated are fixed-maturity securities, perpetualsegregated on the balance sheet by the caption "consolidated variable interest entities," and consist of fixed maturity securities, equity securities, loan receivables, limited partnerships and derivative instruments; collateral consisting of these asset classes is reported separately with the caption "- consolidated variable interest entities" on our balance sheet.instruments.


For the mortgage- and asset-backed securities held in ourthe Company's fixed maturitiesmaturity portfolio, we recognizethe Company recognizes income using a constant effective yield, which is based on anticipated prepayments and the estimated economic life of the securities. When estimates of prepayments change, the effective yield is recalculated to reflect actual payments to date and anticipated future payments. The net investment in mortgage- and asset-backed securities is adjusted to the amount that would have existed had the new effective yield been applied at the time of acquisition. This adjustment is reflected in net investment income.


We useThe Company uses the specific identification method to determine the gain or loss from securities transactions and report the realized gain or loss in the consolidated statements of earnings. Securities transactions are accounted for based on values as of the trade date of the transaction.


An investment in a fixed maturity perpetual security or equity security is impaired if the fair value falls below book value. Weamortized cost. The Company regularly review our entire investmentreviews its fixed maturity security investments portfolio for declines in fair value. OurThe Company's fixed maturities and investment-grade perpetual securitiesmaturity security investments are evaluated for other-than-temporary impairment using ourits debt impairment model. OurThe Company's debt impairment model focuses on the ultimate collection of the cash flows from ourits investments and whether we havethe Company has the intent to sell or if it is more likely than not wethe Company would be required to sell the security prior to recovery of its amortized cost. The determination of the amount of impairments under this model is based upon ourthe Company's periodic evaluation and assessment of known and inherent risks associated with the respective securities. Such evaluations and assessments are revised as conditions change and new information becomes available.
When determining ourthe Company's intention to sell a security prior to recovery of its fair value to amortized cost, we evaluatethe Company evaluates facts and circumstances such as, but not limited to, future cash flow needs, decisions to reposition ourits security portfolio, and risk profile of individual investment holdings. We performThe Company performs ongoing analyses of ourits liquidity needs, which includes cash flow testing of ourits policy liabilities, debt maturities, projected dividend payments, and other cash flow and liquidity needs. Our cash flow testing includes extensive duration analysis of our investment portfolio and policy liabilities. Based on our analyses, we have concluded that we have sufficient excess cash flows to meet our liquidity needs without selling any of our investments prior to their maturity.


The determination of whether an impairment in value of our debtthe Company's fixed maturity securities is other than temporary is based largely on ourthe Company's evaluation of the issuer's creditworthiness. WeThe Company must apply considerable judgment in determining the likelihood of the securityits fixed maturity securities recovering in value while we own it.value. Factors that may influence this include the overall level of interest rates, credit spreads, the credit quality of the underlying issuer, and other factors. This process requires consideration of risks which can be controlled to a certain extent, such as credit risk, and risks which cannot be controlled, such as interest rate risk and foreign currency risk.


If, after monitoring and analyses, management believes that fair value will not recover to amortized cost, prior to the disposal of the security, we recognizeCompany recognizes an other-than-temporary impairment of the security. Once a security is considered to be other-than-temporarily impaired, the impairment loss is separated into two separate components: the portion of the impairment related to credit and the portion of the impairment related to factors other than credit. We recognizeThe Company recognizes a charge to earnings for the credit-related portion of other-than-temporary impairments. Impairments related to factors other than credit are charged to earnings in the event we intendthe Company intends to sell the security prior to the recovery of its amortized cost or if it is more likely than not that wethe Company would be required to dispose of the security prior to recovery of its amortized cost; otherwise, non-credit-related other-than-temporary impairments are charged to other comprehensive income.


Our investments in perpetual securities that are rated below investment gradeThe Company lends fixed maturity and public equity securities are evaluated for other-than-temporary impairment under our equity impairment model. Our equity impairment model focuses on the severity of a security's decline in fair value coupled with the length of time the fair value of the security has been below amortized cost and the financial condition and near-term prospects of the issuer. For equity securities that have declines in value that are deemed to be temporary, we make an assertion as to our ability and intent to retain the security until recovery. Once identified, these equity securities are restricted from trading unless authorized based upon significant events that could not have been foreseen at the time we asserted our ability and intent to retain the security until recovery.

If management believes that the equity security will not recover prior to the disposal of the security, we recognize an other-than-temporary impairment of the security. Once an equity security is considered to be other-than-temporarily impaired, its fair value on that date becomes the new cost basis and the impairment loss is recognized in earnings.

88




We lend fixed-maturity securities to financial institutions in short-term security lendingsecurity-lending transactions. These securities continue to be carried as investment assets on ourthe Company's balance sheet during the terms of the loans and are not reported as sales. We receiveThe Company receives cash or other securities as collateral for such loans. For loans involving unrestricted cash or securities as collateral, the collateral is reported as an asset with a corresponding liability for the return of the collateral. For loans where the Company receives as collateral securities that the Company is not permitted to sell or repledge, the collateral is not reported as an asset.


Other investments
89


Item 8. Financial Statements and Supplementary Data



Commercial mortgage and other loans include policytransitional real estate loans (TREs), commercial mortgage loans (CMLs) and middle market loans commercial mortgage loans,(MMLs). The Company's investments in TREs, CMLs, and other short-term investments with maturities of one year or less, but greater than 90 days, at the time of purchase. We invest in middle market loans through participation rights, and commercial mortgage loans thatMMLs are accounted for as loan receivables and are recorded at amortized cost on the acquisition date. Since we haveThe Company has the intent and ability to hold these loan receivables for the foreseeable future or until they mature and therefore, they are considered held for investment and are carried at adjusted amortized cost in the commercial mortgage and other investmentsloans line on ourin its consolidated balance sheets. The adjusted amortized cost of the loan receivables reflects allowances for expected incurred losses estimated based on past events and current economic conditions as of each reporting date.

Other investments include policy loans, limited partnerships, and short-term investments with maturities at the time of purchase of one year or less, but greater than 90 days. Limited partnerships are accounted for using the equity method of accounting. Under the equity method of accounting, the Company reports its portion of partnership earnings as a component of net investment income in its consolidated statements of earnings. The underlying investments held by the Company’s limited partnerships primarily consist of private equity and real estate. Short-term investments are stated at amortized cost, which approximates estimated fair value.


Derivatives and Hedging: Freestanding derivative instruments are reported in the consolidated balance sheet at fair value and are reported in other assets and other liabilities, with changes in value reported in earnings and/or other comprehensive income. These freestanding derivatives are interest rate swaps, foreign currency swaps, credit default swaps (CDSs), foreign currency forwards, foreign currency options, and options onforeign currency swaps, interest rate swaps, (or interest rate swaptions)swaptions, and, in prior year periods, credit default swaps (CDSs). Interest rate and foreign currency swaps are used within VIEs to hedge the risk arising from interest rate and currency exchange risk, while the CDSs are used to increase the yield and improve the diversification of the portfolio. Foreign currency forwards and options are used in hedging foreign exchange risk on U.S. dollar-denominated investments in Aflac Japan's portfolio. Foreign currency forwards and options are used to hedge certain portions of forecasted cash flows denominated in yen. Interest rate swaps are used to hedge the variability of interest cash flows associated with our variable interest rate notes. Cross-currency interest rate swaps, also referred to as foreign currency swaps, are used to economically convert certain U.S. dollar-denominated note obligations into yen-denominated principal and interest obligations. Interest rate swaptions have been used to hedge interest rate risk for certain U.S. dollar-denominated available-for-sale securities. We doThe Company does not use derivatives for trading purposes, nor do wedoes the Company engage in leveraged derivative transactions.


From time to time, we purchasethe Company purchases certain investments that contain an embedded derivative. We assessThe Company assesses whether this embedded derivative is clearly and closely related to the asset that serves as its host contract. If we deemthe Company deems that the embedded derivative's terms are not clearly and closely related to the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the derivative is separated from that contract, held at fair value, and reported with the host instrument in the consolidated balance sheet, with changes in fair value reported in earnings. If we havethe Company has elected the fair value option, the embedded derivative is not bifurcated, and the entire investment is held at fair value with changes in fair value reported in earnings.

For those relationships where we seek hedge accounting, we formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategies for undertaking various hedge transactions. This process includes linking derivatives and non-derivative financial instruments that are designated as hedges to specific assets or liabilities on the balance sheet. We also assess, both at inception and on an ongoing basis, whether the derivatives and non-derivative financial instruments used in hedging activities are highly effective in offsetting changes in fair values or cash flows of the hedged items. The assessment of hedge effectiveness determines the accounting treatment of noncash changes in fair value.

Changes in the fair value of any of our derivatives that are designated and qualify as cash flow hedges are recorded in other comprehensive income as long as they are deemed effective. Any hedge ineffectiveness is recorded immediately in current period earnings within derivative and other gains (losses). Periodic derivative net coupon settlements are recorded in the line item of the consolidated statements of earnings in which the cash flows of the hedged item are recorded.
Changes in the estimated fair value of derivative instruments that are designated and qualify as fair value hedges, including amounts measured as ineffectiveness, and changes in the estimated fair value of the hedged item related to the designated risk being hedged, are reported in current earnings within derivative and other gains (losses).

We have designated the majority of the Parent Company's yen-denominated liabilities (notes payable and yen-denominated loans) as non-derivative hedges and designated certain derivatives as hedges of the foreign currency exposure to our investment in Aflac Japan. At the beginning of each quarter, we make our net investment hedge designation. If the total of the designated Parent Company non-derivative and derivatives notional is equal to or less than

89



our net investment in Aflac Japan, the hedge is deemed to be effective, and the exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. Should these designated net investment hedge positions exceed our net investment in Aflac Japan, the foreign exchange effect on the portion that exceeds our investment in Aflac Japan would be recognized in current earnings within derivative and other gains (losses).

Derivatives that are not designated as hedges are carried at fair value with all changes in fair value recorded in current period earnings within derivative and other gains (losses). We include the fair value of all freestanding derivatives in either other assets or other liabilities on the balance sheet.

We receive and pledge cash or other securities as collateral on open derivative positions. Cash received as collateral is reported as an asset with a corresponding liability for the return of the collateral. Cash pledged as collateral is recorded as a reduction to cash, and a corresponding receivable is recognized for the return of the cash collateral. We generally can repledge or resell collateral obtained by us, although we do not typically exercise such rights. Securities received as collateral are not recognized unless we were to exercise our right to sell that collateral or exercise remedies on that collateral upon a counterparty default. Securities that we have pledged as collateral continue to be carried as investment assets on our balance sheet.
Freestanding derivatives are carried at estimated fair value in our consolidated balance sheets either as other assets or as other liabilities. See Note 5 for a discussion on how we determinethe Company determines the fair value of ourits derivatives. Accruals on derivatives are typically recorded in accrued investment incomeother assets or within other liabilities in the consolidated balance sheets.
If a derivative is not designated as an accounting hedge or its use in managing risk does not qualify for hedge accounting, changes in the estimated fair value of the derivative are generally reported within derivative and other gains(losses), which is a component of realized investment gains (losses). The fluctuations in estimated fair value of derivatives that have not been designated for hedge accounting can result in volatility in net earnings.
To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk ofattributable to the hedged item. At the inception of hedging relationships the hedging relationship for hedges we elect to designate for hedge accounting treatment, weCompany formally documentdocuments all relationships between hedging instruments and hedged items, as well as ourits risk-management objectiveobjectives and strategystrategies for undertaking eachthe respective hedging relationship, and the methodology that will be used to assess the effectiveness of the hedge transaction. We documentrelationship at and subsequent to hedge inception. The Company documents the designation of each hedge as either (i) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability or the hedge of a forecasted transaction ("cash flow hedge"); (ii) a hedge of the estimated fair value of a recognized asset or liability ("fair value hedge"); or (iii) a hedge of a net investment in a foreign operation. The documentation process includes linking derivatives and nonderivativesnon-derivative financial instruments that are designated as hedges to specific assets or groups of assets or liabilities onin the statement of financial position or to specific forecasted transactions and defining the effectiveness and ineffectiveness testing methods to be used. At the hedge'shedge inception and on an ongoing quarterly basis, wethe Company also formally assessassesses whether the derivatives that areand non-derivative financial instruments used in hedging transactionsactivities have been, and are expected to continue to be, highly effective in offsetting their designated risk. Hedge effectiveness is assessed using qualitative and quantitative methods. The assessment of hedge effectiveness determines the accounting treatment of changes in fair value.
For assessing hedge effectiveness, of cash flow hedges, qualitative methods may include the comparison of critical terms of the derivative to the hedged item, and quantitative methods may include regression, dollar offset, or other statistical analysis of changes in fair value or cash flows associated with the hedge relationship. Hedge ineffectiveness of the hedge relationships on our VIE cash flow hedges is measured each reporting period using the “Hypothetical Derivative Method.”
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings within derivative and other gains (losses). AllIn cash flow hedges, all components of each derivative's gain or loss are included in the assessment of hedge effectiveness.
For assessing hedge effectiveness of fair value hedges, qualitative methods may include the comparison of critical terms of the derivative to the hedged item, and quantitative methods may include regression or other statistical analysis of changes in fair value associated with the hedge relationship. Hedge ineffectiveness of the hedge relationships is measured each reporting period using the dollar offset method. For derivative instruments that are designated and qualify as fair value hedges, changes in the estimated fair value of the derivative, including amounts measured as ineffectiveness, and changes in the estimated fair value ofgain or loss on the hedged item related toand the designated risk beingportion of the hedging instrument included in the assessment of effectiveness are recorded in the line item of the consolidated statements of earnings in which gain or loss on the hedged are reported in current earnings within derivative and other gains (losses).item is recorded. When assessing the effectiveness

90


Item 8. Financial Statements and Supplementary Data


of ourthe Company's fair value hedges, we excludethe Company excludes the changes in fair value related to the difference between the spot and the forward rate on ourits foreign currency forwards and the time value of options.money of foreign exchange options and interest rate swaptions. For interest rate swaptions designated under fair value hedges of interest rate risk, the change in the time value of money is recognized in other comprehensive income (loss) and amortized into earnings (net investment income) over its legal term.

90



ForAs discussed in Note 4, from time to time the hedgeCompany designates net investment hedges of ourits net investment in Aflac Japan, we have designated ParentJapan. The Company yen-denominated liabilities as non-derivative hedging instruments and have designated certain foreign currency forwards and options as derivative hedging instruments. We make ourmakes its net investment hedge designation at the beginning of each quarter. For assessing hedge effectiveness ofderivative hedging instruments designated as net investment hedges, ifAflac follows the totalspot-rate method. According to that method, the change in fair value of the designated Parent Company non-derivative and derivatives notionalhedging instrument due to fluctuations in the spot exchange rate is equal to or less than our net investment in Aflac Japan, the hedge is deemed to be effective. If the hedge is effective, the related exchange effect on the yen-denominated liabilities is reportedrecorded in the unrealized foreign currency component of other comprehensive income. For derivatives designated asincome and reclassified to earnings only when the hedged net investment hedges, Aflac followsis sold, or when a liquidation of the forward-rate method. According to that method, allrespective net investment in the foreign entity is substantially completed. If and when a sale or liquidation occurs, the changes in fair value including changes related toof the forward-rate component of foreign currency forward contracts and the time value of foreign currency options, are reportedderivative deferred in the unrealized foreign currency component of other comprehensive income.income will be released in the same income statement line item where the gain (loss) on the hedged net investment would be recorded upon sale. All other changes in fair value of the hedging instrument are considered the “excluded component” and are accounted for in realized investment gains (losses). Should these designated net investment hedge positions exceed ourthe Company's net investment in Aflac Japan, the foreign exchange effect on the portion that exceeds ourits investment in Aflac Japan would be recognized in current earnings within derivative and otherrealized investment gains (losses).
We discontinueThe Company discontinues hedge accounting prospectively when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the estimated cash flows or fair value of a hedged item; (2) the derivative is de-designated as a hedging instrument; or (3) the derivative expires or is sold, terminated or exercised.
When hedge accounting is discontinued on a cash flow hedge or fair value hedge, the derivative is carried in the consolidated balance sheets at its estimated fair value, with changes in estimated fair value recognized in current period earnings. For discontinued cash flow hedges, including those where the derivative is sold, terminated or exercised, amounts previously deferred in other comprehensive income (loss) are reclassified into earnings when earnings are impacted by the cash flow of the hedged item.

If a derivative is not designated as an accounting hedge or its use in managing risk does not qualify for hedge accounting, changes in the estimated fair value of the derivative are generally reported within other gains (losses), which is a component of realized investment gains (losses). The fluctuations in estimated fair value of derivatives that have not been designated for hedge accounting can result in volatility in net earnings.

The Company receives and pledges cash or other securities as collateral on open derivative positions. Cash received as collateral is reported as an asset with a corresponding liability for the return of the collateral. Cash pledged as collateral is recorded as a reduction to cash, and a corresponding receivable is recognized for the return of the cash collateral. The Company generally can repledge or resell collateral obtained from counterparties, although the Company does not typically exercise such rights. Securities received as collateral are not recognized unless the Company was to exercise its right to sell that collateral or exercise remedies on that collateral upon a counterparty default. Securities that the Company has pledged as collateral continue to be carried as investment assets on its balance sheet.

Deferred Policy Acquisition Costs:Certain direct and incremental costs of acquiring new business are deferred and amortized with interest over the premium payment periods in proportion to the ratio of annual premium income to total anticipated premium income. Anticipated premium income is estimated by using the same mortality, persistency and interest assumptions used in computing liabilities for future policy benefits. In this manner, the related acquisition expenses are matched with revenues. Deferred costs include the excess of current-year commissions over ultimate renewal-year commissions and certain incremental direct policy issue, underwriting and sales expenses. All of these incremental costs are directly related to successful policy acquisition.


For some products, policyholders can elect to modify product benefits, features, rights or coverages by exchanging a contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. These transactions are known as internal replacements. The Company performs a two-stage analysis of the internal replacements to determine if the modification is substantive to the base policy. The stages of evaluation are as follows: 1) determine if the modification is integrated with the base policy, and 2) if it is integrated, determine if the resulting contract is substantially changed.
For internal replacement transactions where the resulting contract is substantially unchanged, the policy is accounted for as a continuation of the replaced contract. Unamortized deferred acquisition costs from the original policy continue to be amortized over the expected life of the new policy, and the costs of replacing the policy are accounted for as policy maintenance

91


Item 8. Financial Statements and Supplementary Data


costs and expensed as incurred. Examples include conversions of same age bands, certain family coverage changes, pricing era changes (decrease), and 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. Unamortized deferred acquisition costs on the original policy are immediately expensed, and the costs of acquiring the new policy are capitalized and amortized in accordance with ourthe Company's accounting policies for deferred acquisition costs. Further, the policy reserves are evaluated based on the new policy features, and any change (up or down) necessary is recognized at the date of contract change/modification. Examples include conversions-higherconversions to higher age bands, certain family coverage changes, pricing era changes (increase), lapse & re-issue, certain reinstatements and certain other contract conversions.
Riders can be considered internal replacements that are either integrated or non-integrated resulting in either substantially changed or substantially unchanged treatment. Riders are evaluated based on the specific facts and circumstances of the rider and are considered an expansion of the existing benefits with additional premium required. Non-integrated riders to existing contracts do not change the Company's profit expectations for the related products and are treated as a new policy establishment for incremental coverage.

91



We measureThe Company measures the recoverability of DAC and the adequacy of ourits policy reserves annually by performing gross premium valuations on ourits business. (See the following discussion for further information regarding policy reserves.)
Policy Liabilities: Future policy benefits represent claims that are expected to occur in the future and are computed byfollowing a net level premium method using estimated future investment yields, persistency and recognized morbidity and mortality tables modified to reflect ourthe Company's experience, including a provision for adverse deviation. These assumptions are generally established and considered locked at policy inception. These assumptions may only be unlocked in certain circumstances based on the results of periodic DAC recoverability and premium deficiency testing.
Unpaid policy claims are estimates computed primarily on an undiscounted basis using statistical analyses of historical claims experience adjusted for current trends and changed conditions. The ultimate liability may vary significantly from such estimates. WeThe Company regularly adjustadjusts these estimates as new claims experience emerges and reflectreflects the changes in operating results in the year such adjustments are made.


Other policy liabilitiesUnearned premiums consist primarily of discounted advance premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan limited-pay insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period.


Other policyholders’ funds liability consists primarily of the fixed annuity line of business in Aflac Japan which has fixed benefits and premiums.

For internal replacements that are determined to not be substantially unchanged, policy liabilities related to the original policy that was replaced are immediately released, and policy liabilities are established for the new insurance contract; however, for internal replacements that are considered substantially unchanged, no changes to the reserves are recognized.


Reinsurance: We enter The Company enters into reinsurance agreements with other companies in the normal course of business. For each of our reinsurance agreements, we determineagreement, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. Reinsurance premiums and benefits paid or provided are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums, benefits and DAC are reported net of insurance ceded. See Note 8 of the Notes to the Consolidated Financial Statements for additional information.


Income Taxes:Income tax provisions are generally based on pretax earnings reported for financial statement purposes, which differ from those amounts used in preparing ourthe Company's income tax returns. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expectthe Company expects the temporary differences to reverse. We recordThe Company records deferred tax assets for tax positions taken based on ourits assessment of whether the tax position is more likely than not to be sustained upon examination by taxing authorities. A valuation allowance is established for deferred tax assets when it is more likely than not that an amount will not be realized.


Policyholder Protection Corporation and State Guaranty Association Assessments:In Japan, the government has required the insurance industry to contribute to a policyholder protection corporation. We recognizeThe Company recognizes a charge for our

92


Item 8. Financial Statements and Supplementary Data


its estimated share of the industry's obligation once it is determinable. We reviewThe Company reviews the estimated liability for policyholder protection corporation contributions on an annual basis and reportreports any adjustments in Aflac Japan's expenses.


In the United States,U.S., each state has a guaranty association that supports insolvent insurers operating in those states. To date, ourThe Company's policy is to accrue assessments when the entity for which the insolvency relates has met its state of domicile's statutory definition of insolvency, the amount of the loss is reasonably estimable and the related premium upon which the assessment is based is written. See Note 15 of the Notes to the Consolidated Financial Statements for further discussion of the guaranty associationfund assessments have not been material.charged to the Company.


Treasury Stock:Treasury stock is reflected as a reduction of shareholders' equity at cost. We useThe Company uses the weighted-average purchase cost to determine the cost of treasury stock that is reissued. We includeThe Company includes any gains and losses in additional paid-in capital when treasury stock is reissued.


Share-Based Compensation:We measureThe Company measures compensation cost related to ourits share-based payment transactions at fair value on the grant date, and we recognizethe Company recognizes those costs in the financial statements over the vesting period during which the employee provides service in exchange for the award. The Company has formalized its entity-wide accounting policy election to estimate the number of awards that are expected to vest and the corresponding forfeitures.


Earnings Per Share:We computeThe Company computes basic earnings per share (EPS) by dividing net earnings by the weighted-average number of unrestricted shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the weighted-average number of shares outstanding for the period plus the shares representing the dilutive effect of share-based awards.



92



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


New Accounting Pronouncements


Recently Adopted Accounting Pronouncements

Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments: In September 2015, the FASB issued guidance requiring that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustments are determined. In the same period’s financial statements, the acquirer is required to record income effects of the adjustments as if the accounting had been completed at the acquisition date. The acquirer is also required to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. We adopted this guidance as of January 1, 2016. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
Accounting Standard Update (ASU) 2018-16 Derivatives and Hedging Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes
In October 2018, the FASB issued amendments to permit use of the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the Treasury obligations of the U.S. government (UST), the London Interbank Offered Rate (LIBOR) swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate.Early adopted as of October 1, 2018The adoption of this guidance did not have a significant impact on the Company’s financial position, results of operations or disclosures.
ASU 2018-15
Intangibles - Goodwill and Other - Internal-Use Software, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
In August 2018, the FASB issued amendments to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.Early adopted as of January 1, 2019
The adoption of this guidance did not have a significant impact on the Company’s financial position, results of operations or disclosures.

Financial Services - Insurance - Disclosures about Short-Duration Contracts: In May 2015, the FASB issued updated guidance requiring enhanced disclosures by all insurance entities that issue short-duration contracts. The amendments require insurance entities to disclose for annual reporting periods information about the liability for unpaid claims and claim adjustment expenses. The amendments also require insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses. In addition, the amendments require insurance entities to disclose for annual and interim reporting periods a roll-forward of the liability for unpaid claims and claim adjustment expenses. For health insurance claims, the amendments require the disclosure of the total of incurred-but-not-reported liabilities and expected development on reported claims included in the liability for unpaid claims and claim adjustment expenses. We adopted this guidance as of December 31, 2016, and have no insurance contracts classified as short-duration. The adoption of this guidance did not have a significant impact on our disclosures.

Fair Value Measurement - Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent): In May 2015, the FASB issued updated guidance that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. We adopted this guidance as of January 1, 2016. The adoption of this guidance did not have a significant impact on our disclosures.

Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs: In April 2015, the FASB issued updated guidance to simplify presentation of debt issuance costs. The updated guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. In August 2015, the FASB issued updated Securities and Exchange Commission (SEC) Staff guidance pertaining to the presentation of debt issuance costs related to line-of-credit arrangements. The guidance states that an entity may defer and present debt issuance costs as an asset, subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We retrospectively adopted this guidance as of January 1, 2016. The retrospective adoption of this accounting standard resulted in a $40 million reduction to notes payable and other assets as of December 31, 2015, the earliest balance sheet date presented in the period of adoption, but did not have a significant impact on our financial position, results of operations, or disclosures.

Consolidation - Amendments to the Consolidation Analysis: In February 2015, the FASB issued updated guidance that affects evaluation of whether limited partnerships and similar legal entities (limited liability corporations and securitization structures, etc.) are VIEs, evaluation of whether fees paid to a decision maker or a service provider are a variable interest, and evaluation of the effect of fee arrangements and the effect of related parties on the determination of the primary beneficiary under the VIE model for consolidation. The updated guidance eliminates the presumption that a general partner should consolidate a limited partnership. Limited partnership and similar legal entities that provide partners with either substantive kick-out rights or substantive participating rights over the general partner will now be evaluated under the voting interest model rather than the VIE model for consolidation. In situations where no single party has a controlling financial interest in a VIE, the related party relationships under common control should be considered in


93




their entirety in determining whether that common control group has a controlling financial interest in the VIE. We adopted this guidance as of January 1, 2016. The adoption of this guidance impacted our footnote disclosures, but did not have a significant impact on our financial position or results of operations.

Derivatives and Hedging - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity: In November 2014, the FASB issued guidance to clarify how to evaluate the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The guidance also clarifies that an entity should assess the substance of the relevant terms and features when considering how to weight those terms and features. We adopted this guidance as of January 1, 2016. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.

Presentation ofItem 8. Financial Statements - Going Concern - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern: In August 2014, the FASB issued this amendment that provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new guidance requires a formal assessment of going concern by management based on criteria prescribed in the new guidance. We adopted this guidance as of December 31, 2016. The adoption of this guidance did not have a significant impact our financial position, results of operations, or disclosures, and no substantial doubt currently exists about the Company’s ability to continue as a going concern. Supplementary Data


Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period: In June 2014, the FASB issued this amendment that provides guidance on certain share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance to awards with performance conditions that affect vesting to account for such awards. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. We adopted this guidance as of January 1, 2016. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.

Income Statement - Extraordinary and Unusual Items - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items: In January 2015, the FASB issued updated guidance that eliminates from U.S. GAAP the concept of extraordinary items. Presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. We adopted this guidance as of January 1, 2015. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2018-14
Compensation - Retirement Benefits - Defined Benefit Plans - General, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
In August 2018, the FASB issued amendments to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Accordingly, six disclosures requirements were removed, two added and two clarified.Early adopted as of December 31, 2019The adoption of this guidance did not have a significant impact on the Company’s financial position, results of operations or disclosures.
ASU 2018-03
Technical Corrections and Improvements to Financial Instruments - Overall Recognition and Measurement of Financial Assets and Financial Liabilities
In February 2018, the FASB issued amendments to clarify certain aspects of the guidance issued in the original Financial Instruments - Overall - Recognition and Measurement pronouncement summarized below. Specifically, for entities who have chosen the measurement alternative approach for equity securities without readily determinable fair values, the amendments clarify that entities may change from a measurement alternative approach to a fair value method through an irrevocable election that would apply to a specific equity security and all identical or similar investments of the same issuer; entities should use an observable price at the date of the transaction rather than reporting date for the measurement alternative calculation; and insurance companies should use a prospective transition method when applying the measurement alternative.
Early adopted as of January 1, 2018The adoption of this guidance did not have a significant impact on the Company’s financial position, results of operations, or disclosures.
ASU 2018-02
Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the FASB issued amendments which allow a reclassification from accumulated other comprehensive income (AOCI) to retained earnings of the effects of the change in the U.S. federal income tax rate resulting from the Tax Cuts and Jobs Act (Tax Act) on the gross deferred tax amounts and the corresponding valuation allowances related to items remaining in AOCI. The amendments eliminate the stranded tax effects resulting from the Tax Act and also require certain disclosures about the reclassified tax effects.Early adopted as of January 1, 2018
The amounts reclassified from
AOCI to retained earnings include the income tax effects of the change in the federal corporate tax rate enacted by the Tax Act. The Company’s policy is to follow the portfolio approach for releasing income tax effects from AOCI. The adoption of this guidance resulted in an increase to beginning 2018 AOCI of $374 million with a corresponding decrease to beginning 2018 retained earnings as of January 1, 2018.
ASU 2017-12
Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities
In August 2017, the FASB issued guidance which improves and simplifies the accounting rules around hedge accounting and creates more transparency around how economic results are presented in financial statements. Issues addressed in this new guidance include: 1) risk component hedging, 2) accounting for the hedged item in fair value hedges of interest rate risk, 3) recognition and presentation of the effects of hedging instruments, and 4) amounts excluded from the assessment of hedge effectiveness.Early adopted as of October 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.

Receivables - Troubled Debt Restructurings by Creditors - Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure: In August 2014, the FASB issued updated guidance for troubled debt restructurings affecting creditors that hold government guaranteed mortgage loans. The guidance requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if certain conditions are met. We adopted the guidance as of January 1, 2015. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.

Transfers and Servicing - Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures: In June 2014, the FASB issued updated guidance for repurchase agreement and security lending transactions to change the accounting for repurchase-to-maturity transactions and linked repurchase financings to be accounted for as secured borrowings, consistent with the accounting for other repurchase agreements. The amendments also require new disclosures to increase transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. We adopted accounting changes for the new guidance as of January 1, 2015, and adopted the required disclosures as of April 1, 2015. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.

Receivables - Troubled Debt Restructurings by Creditors - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure: In January 2014, the FASB issued updated guidance for troubled debt restructurings clarifying when an in substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage


94




Item 8. Financial Statements and Supplementary Data
loan. We adopted the guidance as of January 1, 2015. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.


Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss,
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2017-09 Compensation - Stock Compensation: Scope of Modification Accounting
In May 2017, the FASB issued amendments to provide guidance clarifying when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. An entity should apply modification accounting if the fair value, vesting conditions or classification of the award (as an equity instrument or a Tax Credit Carryforward Exists: In July 2013, the FASB issued guidance to amend the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability instrument) changes as a result of the change in terms or conditions of the award.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2017-08
Receivables - Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities

In March 2017, the FASB issued amendments to shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount.Early adopted as of July 1, 2018
The adoption of this guidance did not have a significant impact on the Company’s financial position, results of operations, or disclosures.

ASU 2017-07
Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued amendments requiring that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost and net periodic postretirement benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2017-05
Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
In February 2017, the FASB issued amendments that clarify the scope and accounting guidance for the derecognition of a nonfinancial asset or a financial asset that meets the definition of an "in substance nonfinancial asset." The amendments define an "in substance nonfinancial asset" and provide additional accounting guidance for partial sales of nonfinancial assets.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2017-01
Business Combinations: Clarifying the Definition of a Business
In January 2017, the FASB issued amendments clarifying when a set of assets and activities is a business. The amendments provide a screen to exclude transactions where substantially all the fair value of the transferred set is concentrated in a single asset, or group of similar assets, from being evaluated as a business.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.

95


Item 8. Financial Statements and should not be combined with deferred tax assets. We adopted this guidance as of January 1, 2014. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.Supplementary Data


Other Expenses - Fees Paid to the Federal Government by Health Insurers: In July 2011, the FASB issued guidance on the accounting for fees owed by health insurers as mandated by the Patient Protection
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2016-18
Statement of Cash Flows: Restricted Cash
In November 2016, the FASB issued amendments requiring that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, statements of cash flows, or disclosures.
ASU 2016-17
Consolidation - Interests Held through Related Parties That Are under Common Control
In October 2016, the FASB issued amendments which clarify the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE.January 1, 2017The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2016-16
Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory
In October 2016, the FASB issued amendments that require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.January 1, 2018The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued amendments that provide guidance on eight specific statement of cash flow classification issues, including distributions received from equity method investees.January 1, 2018The Company elected nature of distribution for distributions received from equity method investees. The adoption of this guidance did not have a significant impact on the Company's financial position, statement of cash flows, results of operations, or disclosures.
ASU 2016-09
Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting

In March 2016, the FASB issued amendments which simplify several aspects for share-based payment award transactions, including the income tax consequences, classification of awards as either liability or equity, classification of taxes paid on the statement of cash flows and treatment of forfeitures.


January 1, 2017As a result of applying this requirement, the Company believes that recognition of excess tax benefits will increase volatility in its statement of operations and the Company made an entity-wide accounting policy election to estimate the number of awards that are expected to vest (consistent with the Company's prior policy), but the adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, statements of cash flows, or disclosures.
ASU 2016-07
Investments - Equity Method and Joint Ventures - Simplifying the Transition to the Equity Method of
Accounting
In March 2016, the FASB issued amendments which eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. Per the amendments, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required.January 1, 2017The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.

96


Item 8. Financial Statements and Affordable Care Act as amended by the Health CareSupplementary Data


StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2016-06
Derivatives and Hedging - Contingent Put and Call Options in Debt Instruments
In March 2016, the FASB issued amendments which clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks.January 1, 2017The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.
ASU 2016-05
Derivatives and Hedging - Effect of Derivative Contract Novations on Existing Hedge Accounting
Relationships
In March 2016, the FASB issued amendments which clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria remain intact.January 1, 2017The adoption of this guidance did not have a significant impact on the Company's financial position, results of operations, or disclosures.

97


Item 8. Financial Statements and Education Reconciliation Act, which imposes an annual fee on health insurers for each calendar year beginning on or after January 1, 2014. A health insurer's portion of the annual fee is payable by September 30 of the applicable calendar year once the entity provides health insurance for any U.S. health risk in that year. The accounting guidance specifies that the liability for the fee should be estimatedSupplementary Data


StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
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, and
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. Under the Leases Update, lessor accounting is largely unchanged.

In January 2018, an amendment was issued to the Leases Update which provided an entity with the option to elect a transition practical expedient to not evaluate land easements that exist or expired before the entity's adoption of the Leases Update and that were not previously accounted for as leases.

In July 2018, the FASB issued two amendments to the Leases Update which clarified, corrected errors in, or made minor improvements to the Leases Update and provided entities with an optional transition method to adopt the Leases Update by recording a cumulative-effect adjustment to beginning retained earnings. Additionally, the amendments provided lessors with a practical expedient to not separate nonlease components from associated lease components and instead account for those components as a single component under certain conditions.

In December 2018, an amendment to the Leases Update was issued to clarify: 1) lessor accounting for all sales (and other similar) taxes; 2) the handling of certain lessor costs when the amount of those costs is not readily determinable; and 3) lessor allocation of certain variable payments to the lease and non-lease components.
January 1, 2019
The Company has operating and finance leases for office space and equipment. The Company elected the short-term lease exemption for all classes of leases which allows the Company to not recognize right-of-use assets and lease liabilities on the consolidated balance sheet and allows the Company to recognize the lease expense for short-term leases on a straight-line basis over the lease term. The Company elected the practical expedient to not separate lease and non-lease components and applied it to all classes of leases where the non-lease components are not significant. Some of the Company's leases include options to extend or terminate the lease and the lease terms may include such options when it is reasonably certain that the Company will exercise that option. Certain leases also include options to purchase the leased property. The leases within scope of the leases update increased the Company's right-of-use assets and lease liabilities recorded in its consolidated balance sheet by $134 million.

As of January 1, 2019, the Company did not have land easements, but has elected the practical expedient as a safe harbor.

The Company elected the optional transition method and as a safe harbor, the practical expedient provided to lessors.
 
The Company has made an accounting policy election to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price.
  
The adoption of the Leases Update and related amendments did not have a significant impact on the Company's financial position, results of operations, or disclosures.

98


Item 8. Financial Statements and recorded in full in the applicable calendar year in which the fee is payable. We adopted this guidance as of January 1, 2014. The adoption of this guidance did not have a significant impact on our financial position, results of operations, or disclosures.Supplementary Data



StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
ASU 2016-01
Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued guidance to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The main provisions of this guidance require certain equity investments to be measured at fair value with changes in fair value recognized in net earnings; separate presentation in other comprehensive income for changes in fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk; and changes in disclosures associated with the fair value of financial instruments. The guidance also clarifies that entities should evaluate the need for a valuation allowance on a deferred tax asset (DTA) related to available-for-sale (AFS) securities in combination with the entity's other DTAs.January 1, 2018The Company recorded a cumulative effect adjustment with an increase to beginning 2018 retained earnings and a decrease to beginning 2018 AOCI of $148 million, net of taxes.

Accounting Pronouncements Pending Adoption

StandardDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2020-01
Clarifying the interactions between Topic 321, Topic 323, and Topic 815

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

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

The amendments are effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted.
The adoption of this guidance is not expected to have a significant impact on the Company's financial position, results of operations, or disclosures.

Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment: In January 2017, the FASB issued amendments simplifying the subsequent measurement of goodwill. An entity, under this update, is no longer required to perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, the entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments are effective for public business entities that are U.S. SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after Dec. 15, 2019. Early adoption is permitted for any goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this guidance to have a significant impact on our financial position, results of operations, or disclosures.

Business Combinations - Clarifying the Definition of a Business: In January 2017, the FASB issued amendments clarifying when a set of assets and activities is a business. The amendments provide a screen to determine when a set of assets and activities is not a business. The amendments are effective for public business entities beginning after December 15, 2017, including interim periods within those periods. We do not expect the adoption of this guidance to have a significant impact on our financial position, results of operations, or disclosures.

Statement of Cash Flows - Restricted Cash: In November 2016, the FASB issued amendments requiring that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this guidance to have a significant impact on our financial position, results of operations, or disclosures.

Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory: In October 2016, the FASB issued amendments that require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted. We are evaluating the impact of adoption of this guidance on our financial position, results of operations, or disclosures.

Consolidation - Interests Held through Related Parties That Are under Common Control: In October 2016, the FASB issued amendments which clarify the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal


9599




Item 8. Financial Statements and Supplementary Data
years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a significant impact on our financial position, results of operations, or disclosures.

Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments: In August 2016, the FASB issued amendments that provide guidance on eight specific statement of cash flows classification issues. The amendments are effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for any interim or annual period. The adoption of this guidance is not expected to have a significant impact on our financial position, results of operations, disclosures, or statements of cash flows.

Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments: In June 2016, the FASB issued amendments that require a financial asset (or a group of financial assets) measured on an amortized cost basis to be presented net of an allowance for credit losses in order to reflect the amount expected to be collected on the financial asset(s). The measurement of expected credit losses is amended by replacing the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform about a credit loss. Credit losses on available-for-sale debt securities will continue to be measured in a manner similar to current GAAP. However, the amendments require that credit losses be presented as an allowance rather than as a writedown. Other amendments include changes to the balance sheet presentation and interest income recognition of purchased financial assets with a more-than-insignificant amount of credit deterioration since origination. The amendments are effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Companies may early adopt this guidance as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We have identified certain financial instruments in scope of this guidance to include certain fixed maturity securities, loans and loan receivables and reinsurance recoverables (See Notes 3 and 8 for current balances of instruments in scope). We are continuing to evaluate the impact of adoption of this guidance on our financial position, results of operations and disclosures.

Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting: In March 2016, the FASB issued amendments which simplify several aspects for share-based payment award transactions, including income tax consequences, classification of awards as either liability or equities, and classification on the statement of cash flows. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period.

The amendment requires prospective recognition of excess tax benefits and deficiencies in the income statement, rather than in paid-in capital. As a result of applying this requirement, we estimate that recognition of excess tax benefits will increase volatility in our statement of operations but will not have a significant impact on our statement of financial position, operations, or disclosures. We continue to evaluate the impact of this guidance as estimates will vary from the actual expense based on changes in actual share price.

The amendment also requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The guidance requires modified retrospective transition for settlements on all outstanding awards (both historical and future) that did not give rise to an excess benefit to be recorded through retained earnings on a cumulative-effect basis. We estimate that the adoption of these amendments in the guidance will not have a significant impact on our financial position, results of operations, or disclosures.

Additionally, the amendment requires that the minimum statutory tax withholding for all outstanding liability awards be reclassified at the date of adoption to equity (assuming equity classification results from the guidance change), and record a cumulative-effect adjustment to equity on a modified retrospective basis. We estimate that the adoption of these amendments in the guidance will not have a significant impact on our financial position, results of operations, or disclosures.

The guidance requires certain reclassifications of balances on the statement of cash flows to or from operating and financing activities. The reclassification guidance will not have a significant impact on our statement of cash flows.

The amendment allows an entity to elect whether to use estimates of forfeitures, or to account for forfeitures as they occur, using modified retrospective application. We estimate that the election and adoption of this amendment in the guidance will not have a significant impact on our financial position, results of operations, or disclosures.



96
StandardDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2019-04
Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
In April 2019, the FASB issued Codification improvements to clarify and correct certain areas of guidance amended as part of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities; ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; and ASU 2017-12, Derivative and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.  

The most significant of these improvements to the Company was related to the Codification improvement to ASU 2017-12 and the clarification that a one-time reclassification of assets that are eligible to be hedged under the last-of-layer method (i.e., certain pre-payable securities) from held-to-maturity to available-for-sale is allowed under the new hedge accounting guidance and would not impact the Company’s ability to continue to classify other bonds as held-to-maturity. This clarification is effective for the Company beginning January 1, 2020, with early adoption permitted. If a reclassification is elected, it must be reflected as of the date of adoption of this update.

The other amendments related to ASU 2017-12 and 2016-01 are either not significant, or were previously implemented as part of the related ASU adoptions.

Applicable amendments related to ASU 2016-13 are discussed within the pending adoption of that update below.



The Company did not reclassify any assets from held-to-maturity to available-for-sale as part of its implementation of ASU 2017-12, and is therefore eligible to reclassify qualifying securities as a result of these clarifications. Effective on January 1, 2020, the Company anticipates the reclassification of approximately $6.9 billion (at amortized cost) of pre-payable fixed-maturity securities from the held-to-maturity to the available-for-sale category. This reclassification is expected to result in recording in accumulated other comprehensive income a net unrealized gain of approximately $800 million on an after-tax basis, based on the securities’ fair values on the reclassification date. The reclassification will impact the adoption of ASU 2016-13 which will be effective January 1, 2020 (see ASU 2016-13 below for additional details).

ASU 2018-17 Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities
In October 2018, the FASB issued targeted improvements which provide that indirect interests held through related parties under common control should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The amendments are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted.
The adoption of this guidance is not expected to have a significant impact on the Company’s financial position, results of operations or disclosures.
ASU 2018-13
Fair Value Measurement, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
In August 2018, the FASB issued amendments to the disclosure requirements on fair value measurements. The amendments remove, modify, and add certain disclosures. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Further, an entity is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date.The adoption of this guidance is not expected to have a significant impact on the Company’s financial position, results of operations, or disclosures.



100



Item 8. Financial Statements and Supplementary Data
Investments - Equity Method and Joint Ventures - Simplifying the Transition to the Equity Method of Accounting: In March 2016, the FASB issued amendments whicheliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. Per the amendments, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments also require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. We have evaluated the adoption of this guidance and do not expect the guidance to have a significant impact on our financial position, results of operations, or disclosures.

Derivatives and Hedging - Contingent Put and Call Options in Debt Instruments: In March 2016, the FASB issued amendments which clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have evaluated the adoption of this guidance and do not expect the guidance to have a significant impact on our financial position, results of operations, or disclosures.

Derivatives and Hedging - Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships: In March 2016, the FASB issued amendments which clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria remain intact. The amendments are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have evaluated the adoption of this guidance and do not expect the guidance to have a significant impact on our financial position, results of operations, or disclosures.

Leases: In February 2016, the FASB issued updated guidance for accounting for leases. Per the amendments, lessees will be 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. A right-of-use asset, will be recorded which represents the lessee’s right to use, or to control the use of, a specified asset for a lease term. Under the new guidance, lessor accounting is largely unchanged. The amendments are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We have identified certain operating leases in scope of this guidance to include office space and equipment leases (See Note 15 for current balances of leases in scope). The leases within scope of this guidance will increase our right-of-use assets recorded on our financial position, however we estimate leases within scope of the guidance to represent less than 1% of our total assets as of December 31, 2016. We estimate that the adoption of this guidance will not have a significant impact on our financial position, results of operations and disclosures.

Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities: In January 2016, the FASB issued guidance to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The main provisions require that equity investments be measured at fair value with changes recognized in net income; that changes in instrument-specific credit risk for financial liabilities that are measured under the fair value option be recognized in other comprehensive income; and that entities would make the assessment of the ability to realize a deferred tax asset (DTA) related to an available-for-sale (AFS) debt security in combination with the entity's other DTAs. The amendments are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted, with the exception of the own credit provision if an entity has elected to measure a liability at fair value. We have identified certain financial instruments in scope of this guidance to include certain fixed maturity securities, perpetual securities and equity securities (See Note 3 for current balances of instruments in scope). We estimate that the impact of this guidance will increase volatility in our statement of operations and we are continuing to evaluate the impact of this guidance on our statement of financial position, operations, or disclosures.


97
StandardDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2018-12
Financial Services - Insurance, Targeted Improvements to the Accounting for Long-Duration Contracts
as clarified and amended by:
ASU No. 2019-09,Financial Services Insurance (Topic 944)- Effective Date
In August 2018, the FASB issued amendments that will significantly change how insurers account for long-duration contracts. The amendments will change existing recognition, measurement, presentation, and disclosure requirements. Issues addressed in the new guidance include: 1) a requirement to review and, if there is a change, update assumptions for the liability for future policy benefits at least annually, and to update the discount rate assumption quarterly, 2) accounting for market risk benefits at fair value, 3) simplified amortization for deferred acquisition costs, and 4) enhanced financial statement presentation and disclosures.

In November 2019, the FASB issued an amendment extending the effective date for public business entities that meet the definition of an SEC filer, excluding entities eligible to be small reporting companies as defined by the SEC, by one year. The amendments are now effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early application of the amendments is permitted.

The Company is thoroughly evaluating the impact of adoption and expects that the adoption will have a significant impact on the Company’s financial position, results of operations, and disclosures. The Company anticipates that the requirement to update assumptions for liability for future policy benefits will have a significant impact on its results of operations, systems, processes and controls while the requirement to update the discount rate will have a significant impact on its equity. The Company has no products with market risk benefits. The Company does not expect to early adopt the updated standard and has tentatively selected a modified retrospective transition method.
ASU 2017-04
Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued amendments simplifying the subsequent measurement of goodwill. An entity, under this update, is no longer required to perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, the entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments are effective for public business entities that are SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for any goodwill impairment tests performed on testing dates after January 1, 2017.The adoption of this guidance is not expected to have a significant impact on the Company's financial position, results of operations, or disclosures.



101



Item 8. Financial Statements and Supplementary Data


Revenue from Contracts with Customers: In May 2014, the FASB issued updated guidance that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date for this standard to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Other updates related to the new guidance, which are effective as of the same reporting period, pertain to improvements in certain areas. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods. We have identified revenue in scope of this guidance to include certain revenues associated with affiliated entities in support of our operations. We estimate the revenue within scope of the guidance to represent less than 1% of our total revenues as of December 31, 2016. We estimate that the adoption of this guidance will not have a significant impact on our financial position, results of operations and disclosures.

StandardDescriptionEffect on Financial Statements or Other Significant Matters
ASU 2016-13
Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments

as clarified and amended by:
ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,
ASU 2019-05, Financial Instruments - Credit Losses (Topic 326), Targeted Transition Relief
and
ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments- Credit Losses

In June 2016, the FASB issued amendments that require a financial asset (or a group of financial assets) measured at amortized cost to be presented net of an allowance for credit losses (Credit Losses ASU) in order to reflect the amount expected to be collected on the financial asset(s). The measurement of expected credit losses is amended by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information. Credit losses on available-for-sale debt securities will be measured in a manner similar to current U.S. GAAP; however, the amendments require that credit losses be presented as an allowance rather than as a write-down. Other amendments include changes to the balance sheet presentation and interest income recognition of purchased financial assets with a more-than-insignificant credit deterioration since origination (PCD financial assets).

The Credit Losses ASU is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Companies may early adopt this guidance as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The amendments will be adopted following a modified-retrospective approach resulting in a cumulative effect adjustment in retained earnings as of the beginning of the year of adoption. Two exceptions to this adoption method are for PCD financial assets and debt securities for which other-than-temporary impairment (OTTI) will have been recognized before the effective date. Loans purchased with credit deterioration accounted for under current U.S. GAAP as "purchased credit impaired" (PCI) financial assets will be classified as PCD financial assets at transition and PCD guidance will be applied prospectively. Debt securities that have experienced OTTI before the effective date will follow a prospective adoption method which allows an entity to maintain the same amortized cost basis before and after the effective date.

In April 2019, the Credit Losses ASU was amended to allow entities to make a policy election about presentation and disclosure of accrued interest receivable and the related credit losses, whereby entities that write off uncollectible accrued interest receivable in a timely manner can make a policy election not to measure an allowance on the accrued interest receivable. Other amendments made within this Update clarify and address stakeholders’ specific issues about certain aspects of the Credit Losses ASU.

In May 2019, the FASB granted a targeted transition relief by allowing to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost.

These amendments will be effective upon adoption of the Credit Losses ASU.
The Company has identified the following financial instruments in scope of the new guidance: certain fixed maturity securities, loans and loan receivables, reinsurance recoverable, as well as certain other receivable balances and off-balance sheet arrangements.

The Company has concluded that of the held-to-maturity fixed maturity securities, Japanese government and agency securities and certain Japanese government-guaranteed mortgage backed securities meet the requirements for a zero-loss expectation and therefore will not be included in the current expected credit loss measurement process upon adoption of the new standard.

The Company has substantially completed the review and validation of credit models, methodologies and inputs for all asset classes. The Company performed parallel runs during the second, third and fourth quarters and refined its estimation process with additional parallel testing throughout 2019. The Company has estimated the adoption-date net after-tax impact at a $56 million decrease to retained earnings. As noted above relative to ASU 2019-04, the Company is planning a one-time reclassification as of January 1, 2020 of approximately $6.9 billion (amortized cost as of December 31, 2019) of its eligible fixed-maturity securities from held-to-maturity to available-for-sale category. The aforementioned reclassification has been reflected in the expected impact estimate from adoption of ASU 2016-13. The Company plans to adopt this ASU on January 1, 2020.


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



102


Item 8. Financial Statements and Supplementary Data


2.BUSINESS SEGMENT AND FOREIGN INFORMATION
The Company consists of two2 reportable insurance business segments: Aflac Japan and Aflac U.S., both of which sell supplemental health and life insurance. OperatingIn addition, operating business segmentsunits that are not individually reportable and business activities, including reinsurance retrocession activities, not included in Aflac Japan or Aflac U.S. are included in the "Other business segments" category.Corporate and other.


We doThe Company does not allocate corporate overhead expenses to business segments. Consistent with U.S. GAAP accounting guidance for segment reporting, we evaluatethe Company evaluates and manage ourmanages its business segments using a financial performance measure called pretax operatingadjusted earnings. Our definition of operatingAdjusted earnings includesare adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the Company’s insurance operations and that do not reflect Aflac’s underlying business performance. The Company excludes the following items from net earnings on an after-tax basis: realized investment gains/losses (securities transactions, impairments, and the impact of derivative and hedging activities), nonrecurring items and other non-operating income (loss). We then exclude income taxes related to operations to arrive at pretax operatingadjusted earnings. Information regarding operations by reportable segment and Corporate and other for the years ended December 31 follows:

98
(In millions)2019 2018 2017
Revenues:           
Aflac Japan:           
   Net earned premiums:           
             Cancer $6,031
   $5,849
   $5,612
 
             Medical and other health 3,582
   3,516
   3,379
 
             Life insurance 3,159
   3,397
   3,761
 
   Net investment income, less amortized hedge costs (1),(2)
 2,496
   2,403
   2,235
 
   Other income 45
   41
   41
 
               Total Aflac Japan 15,313
   15,206
   15,028
 
Aflac U.S.:           
   Net earned premiums:           
             Accident/disability 2,665
   2,611
   2,537
 
             Cancer 1,309
   1,311
   1,308
 
             Other health 1,548
   1,508
   1,445
 
             Life insurance 286
   278
   273
 
   Net investment income 720
   727
   721
 
   Other income 22
   8
   5
 
           Total Aflac U.S. 6,550
   6,443
   6,289
 
Corporate and other (3)
 393
   339
   272
 
           Total adjusted revenues 22,256
   21,988
   21,589
 
Realized investment gains (losses) (1),(2),(3)
 51
   (230)   78
 
           Total revenues $22,307
   $21,758
   $21,667
 


(1) Amortized hedge costs of $257, $236 and $228 in 2019, 2018 and 2017, respectively, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and reported as a deduction from net investment income when analyzing operations.
(2) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount in 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(3) Amortized hedge income of $89 in 2019 and $36 in 2018 related to certain foreign currency exposure management strategies has been reclassified from realized investment gains (losses) and reported as an increase to net investment income when analyzing operations.


103



Item 8. Financial Statements and Supplementary Data


(In millions)2019 2018 2017
Pretax earnings:           
Aflac Japan (1),(2)
 $3,261
   $3,208
   $3,054
 
Aflac U.S. 1,272
   1,285
   1,245
 
Corporate and other (3),(4)
 (72)   (139)   (212) 
    Pretax adjusted earnings (5)
 4,461
   4,354
   4,087
 
Realized investment gains (losses) (1),(2),(3),(4)
 (15)   (297)   0
 
Other income (loss) (6)
 (1)
  (74)   (69)
    Total earnings before income taxes $4,445
   $3,983
   $4,018
 
Income taxes applicable to pretax adjusted earnings $1,147
   $1,129
   $1,370
 
Effect of foreign currency translation on after-tax
adjusted earnings
 15
   28
   (41) 

(In millions)2016 2015 2014
Revenues:           
Aflac Japan:           
   Net earned premiums           
             Cancer $5,639
   $4,933
   $5,596
 
             Medical and other health 3,429
   3,092
   3,770
 
             Life insurance 4,469
   4,021
   4,495
 
   Net investment income 2,554
   2,436
   2,662
 
   Other income 40
   31
   32
 
               Total Aflac Japan 16,131
   14,513
   16,555
 
Aflac U.S.:           
   Net earned premiums:           
             Accident/disability 2,469
   2,391
   2,303
 
             Cancer 1,299
   1,293
   1,279
 
             Other health 1,415
   1,395
   1,371
 
             Life insurance 271
   268
   258
 
   Net investment income 703
   678
   645
 
   Other income 10
   8
   3
 
               Total Aflac U.S. 6,167
   6,033
   5,859
 
Other business segments 275
   225
   43
 
               Total business segment revenues 22,573
   20,771
   22,457
 
Realized investment gains (losses) (1)
 (208)   55
   171
 
Corporate 284
   282
   281
 
Intercompany eliminations (199)   (201)   (248) 
Other non-operating income (loss) 109
   (35)
(2) 
  67
 
           Total revenues $22,559
   $20,872
   $22,728
 
(1) ExcludingAmortized hedge costs of $257, $236 and $228 in 2019, 2018 and 2017, respectively, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and reported as a deduction from net investment income when analyzing operations.
(2) Net interest cash flows from derivatives associated with certain investment strategies of $(17) in 2019 and an immaterial amount in 2018 have been reclassified from realized investment gains (losses) and included in adjusted earnings as a component of net investment income.
(3) Amortized hedge income of $89 in 2019 and $36 in 2018 related to certain foreign currency exposure management strategies has been reclassified from realized investment gains (losses) and reported as an increase to net investment income when analyzing operations.
(4) A gain of $85$66 in both 2016 and 2015 and $442019, $67 in 20142018and$77 in 2017, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable which is classified as an operating gain when analyzing segment operations
(2) Includes a loss of $20 related to the change in value of yen repatriation received in advance of settlement of certain foreign currency derivatives. The loss was offset by derivative gains included inhave been reclassified from realized investment gains (losses).

99



(In millions)2016 2015 2014
Pretax earnings:           
Aflac Japan $3,334
   $3,175
   $3,458
 
Aflac U.S. 1,208
   1,101
   1,073
 
Other business segments 18
   14
   (2) 
    Total business segment pretax operating earnings 4,560
   4,290
   4,529
 
Interest expense, noninsurance operations (128)   (146)   (198) 
Corporate and eliminations (129)   (71)   (78) 
    Pretax operating earnings 4,303
   4,073
   4,253
 
Realized investment gains (losses) (1)
 (208)   55
   171
 
Other non-operating income (loss) (28)
(3) 
  (266)
(2),(3) 
  67
 
    Total earnings before income taxes $4,067
   $3,862
   $4,491
 
Income taxes applicable to pretax operating earnings $1,491
   $1,403
   $1,456
 
Effect of foreign currency translation on after-tax operating
earnings
 141
   (198)   (117) 
(1) Excluding a gain of $85 and included in both 2016 and 2015 and $44 in 2014 related to the interest rate component of the change in fair value of foreign currency swaps on notes payable which is classified as an operating gainadjusted earnings when analyzing segment operationsoperations.
(2)(5) Includes a loss$135, $122 and $122 of $20 related to the changeinterest expense on debt in value of yen repatriation received in advance of settlement of certain foreign currency derivatives. This loss was offset by derivative gains included in realized investment gains (losses).2019, 2018 and 2017
(3)(6) Includes expense of $137$13 in 2016 and $230 in 20152017 for the payments associated with the early extinguishment of debt


Assets as of December 31 were as follows:
(In millions)2019 2018 
Assets:        
Aflac Japan $127,523
   $118,342
  
Aflac U.S. 20,945
   19,100
  
Corporate and other 4,300
   2,964
  
    Total assets $152,768
   $140,406
  

(In millions)2016 2015 2014
Assets:           
Aflac Japan $107,858
   $97,646
   $98,525
 
Aflac U.S. 19,453
   18,537
   18,383
 
Other business segments 270
   188
   128
 
    Total business segment assets 127,581
   116,371
   117,036
 
Corporate 26,476
   23,375
   24,596
 
Intercompany eliminations (24,238)   (21,490)   (21,905) 
    Total assets $129,819
   $118,256
   $119,727
 

Prior year amounts have been adjusted for the adoption of the accounting guidance on January 1, 2016 related to debt issuance costs.

Yen-Translation Effects: The following table shows the yen/dollar exchange rates used for or during the periods ended December 31.31. Exchange effects were calculated using the same yen/dollar exchange rate for the current year as for each respective prior year.
2016 2015 20142019 2018 2017
Statements of Earnings:              
Weighted-average yen/dollar exchange rate(1) 108.70
 120.99
 105.46
  109.07
 110.39
 112.16
 
Yen percent strengthening (weakening) 11.3% (12.8)% (7.5)%  1.2% 1.6% (3.1)% 
Exchange effect on pretax operating earnings (in millions) $218
 $(288) $(180) 
Exchange effect on pretax adjusted earnings (in millions) $20
 $38
 $(63) 


 2019 2018
Balance Sheets:       
Yen/dollar exchange rate at December 31(1)
 109.56
   111.00
 
Yen percent strengthening (weakening) 1.3%   1.8% 
Exchange effect on total assets (in millions) $1,225
   $1,362
 
Exchange effect on total liabilities (in millions) 1,533
   1,270
 

 2016 2015
Balance Sheets:       
Yen/dollar exchange rate at December 31 116.49
   120.61
 
Yen percent strengthening (weakening) 3.54%   (.05)% 
Exchange effect on total assets (in millions) $2,820
   $(36) 
Exchange effect on total liabilities (in millions) 3,109
   (41) 
(1) Rates are based on the published MUFG Bank, Ltd. telegraphic transfer middle rate (TTM)




100104




Item 8. Financial Statements and Supplementary Data


Transfers of funds from Aflac Japan: Aflac Japan makes payments to the Parent Company for management fees, allocated expenses and remittances of earnings. Prior to the Aflac U.S. forJapan branch conversion on April 1, 2018, Aflac Japan paid allocated expenses and profit repatriations.remittances to Aflac U.S. Information on transfers for each of the years ended December 31 is shown below. See Note 13 for information concerning restrictions on transfers from Aflac Japan.
(In millions)2019 2018 2017
Management fees $75
   $136
   $93
 
Allocated expenses 4
   24
   109
 
Profit remittances 2,070
   808
   1,150
 
Total transfers from Aflac Japan $2,149
   $968
   $1,352
 

(In millions)2016 2015 2014
Management fees $79
   $53
   $39
 
Allocated expenses 106
   101
   71
 
Profit repatriation 1,286
   2,139
   1,704
 
Total transfers from Aflac Japan $1,471
   $2,293
   $1,814
 


Property and Equipment: The costs of buildings, furniture and equipment are depreciated principally on a straight-line basis over their estimated useful lives (maximum of 50 years for buildings and 20 years for furniture and equipment). Expenditures for maintenance and repairs are expensed as incurred; expenditures for betterments are capitalized and depreciated. Classes of property and equipment as of December 31 were as follows:
(In millions)2019 2018
Property and equipment:       
Land $168
   $168
 
Buildings 473
   456
 
Equipment and furniture 549
   400
 
Total property and equipment 1,190
   1,024
 
Less accumulated depreciation 609
   581
 
Net property and equipment $581
   $443
 

(In millions)2016 2015
Property and equipment:       
Land $166
   $166
 
Buildings 421
   400
 
Equipment and furniture 355
   329
 
Total property and equipment 942
   895
 
Less accumulated depreciation 509
   468
 
Net property and equipment $433
   $427
 


Receivables: Receivables consist primarily of monthly insurance premiums due from individual policyholders or their employers for payroll deduction of premiums, net of an allowance for doubtful accounts. At December 31, 2016, $2072019, $258 million,, or 30.9%31.2% of total receivables, were related to Aflac Japan's operations, compared with $257$334 million,, or 36.4%39.2%, at December 31, 2015.2018.
3. INVESTMENTS
Net Investment Income


The components of net investment income for the years ended December 31 were as follows:
(In millions)2019 2018 2017
Fixed maturity securities $3,141
   $3,142
   $3,173
 
Equity securities 37
   38
   42
 
Commercial mortgage and other loans 468
   333
   86
 
Other investments 53
   36
   8
 
Short-term investments and cash equivalents 56
   41
   25
 
Gross investment income 3,755
   3,590
   3,334
 
Less investment expenses 177
   148
   114
 
Net investment income $3,578
   $3,442
   $3,220
 
(In millions)2016 2015 2014
Fixed-maturity securities $3,214
   $3,094
   $3,249
 
Perpetual securities 94
   114
   141
 
Equity securities 35
   3
   1
 
Other investments 31
   15
   6
 
Short-term investments and cash equivalents 11
   4
   2
 
Gross investment income 3,385
   3,230
   3,399
 
Less investment expenses 107
   95
   80
 
Net investment income $3,278
   $3,135
   $3,319
 





101105




Item 8. Financial Statements and Supplementary Data


Investment Holdings
The amortized cost for ourthe Company's investments in debt and perpetualfixed maturity securities, the cost for equity securities and the fair values of these investments at December 31 are shown in the following tables.
  2016
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
Securities available for sale, carried at fair value:               
Fixed maturities:               
  Yen-denominated:               
Japan government and agencies $22,857
   $3,359
   $160
   $26,056
 
Municipalities 246
   29
   8
   267
 
Mortgage- and asset-backed securities 1,096
   33
   8
   1,121
 
Public utilities 1,533
   318
   3
   1,848
 
Sovereign and supranational 862
   186
   5
   1,043
 
Banks/financial institutions 2,673
   403
   74
   3,002
 
Other corporate 3,192
   623
   3
   3,812
 
Total yen-denominated 32,459
   4,951
   261
   37,149
 
  Dollar-denominated:               
U.S. government and agencies 148
   10
   0
   158
 
Municipalities 894
   142
   8
   1,028
 
Mortgage- and asset-backed securities 196
   20
   0
   216
 
Public utilities 5,205
   690
   60
   5,835
 
Sovereign and supranational 335
   91
   0
   426
 
Banks/financial institutions 2,570
   507
   16
   3,061
 
Other corporate 24,556
   2,021
   690
   25,887
 
Total dollar-denominated 33,904
   3,481
   774
   36,611
 
Total fixed maturities 66,363
   8,432
   1,035
   73,760
 
Perpetual securities:               
  Yen-denominated:               
Banks/financial institutions 1,266
   128
   49
   1,345
 
Other corporate 189
   24
   0
   213
 
  Dollar-denominated:               
Banks/financial institutions 51
   24
   0
   75
 
Total perpetual securities 1,506
   176
   49
   1,633
 
Equity securities: 

   

   

   

 
      Yen-denominated 624
   83
   2
   705
 
      Dollar-denominated 579
   31
   6
   604
 
Total equity securities 1,203
   114
   8
   1,309
 
Total securities available for sale $69,072
   $8,722
   $1,092
   $76,702
 



102
  2019
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
Securities available for sale, carried at fair value
through other comprehensive income:
               
Fixed maturity securities:               
  Yen-denominated:               
Japan government and agencies $30,929
   $5,169
   $0
   $36,098
 
Municipalities 516
   116
   3
   629
 
Mortgage- and asset-backed securities 229
   25
   0
   254
 
Public utilities 1,855
   406
   0
   2,261
 
Sovereign and supranational 680
   50
   0
   730
 
Banks/financial institutions 6,152
   700
   86
   6,766
 
Other corporate 5,323
   944
   24
   6,243
 
Total yen-denominated 45,684
   7,410
   113
   52,981
 
  U.S. dollar-denominated:               
U.S. government and agencies 293
   9
   0
   302
 
Municipalities 1,077
   141
   0
   1,218
 
Mortgage- and asset-backed securities 149
   7
   0
   156
 
Public utilities 3,804
   725
   10
   4,519
 
Sovereign and supranational 239
   73
   0
   312
 
Banks/financial institutions 2,879
   646
   4
   3,521
 
Other corporate 25,246
   3,255
   248
   28,253
 
Total U.S. dollar-denominated 33,687
   4,856
   262
   38,281
 
Total securities available for sale $79,371
   $12,266
   $375
   $91,262
 








106



Item 8. Financial Statements and Supplementary Data


 2018
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
Securities available for sale, carried at fair value
through other comprehensive income:
               
Fixed maturity securities:               
  Yen-denominated:               
Japan government and agencies $30,637
   $3,700
   $140
   $34,197
 
Municipalities 385
   32
   9
   408
 
Mortgage- and asset-backed securities 155
   22
   0
   177
 
Public utilities 1,732
   280
   4
   2,008
 
Sovereign and supranational 826
   123
   0
   949
 
Banks/financial institutions 5,440
   502
   238
   5,704
 
Other corporate 4,852
   649
   44
   5,457
 
Total yen-denominated 44,027
   5,308
   435
   48,900
 
  U.S dollar-denominated:               
U.S. government and agencies 137
   9
   1
   145
 
Municipalities 1,343
   120
   8
   1,455
 
Mortgage- and asset-backed securities 155
   8
   1
   162
 
Public utilities 4,772
   496
   105
   5,163
 
Sovereign and supranational 251
   60
   0
   311
 
Banks/financial institutions 2,860
   389
   35
   3,214
 
Other corporate 23,311
   1,343
   1,109
   23,545
 
Total U.S. dollar-denominated 32,829
   2,425
   1,259
   33,995
 
Total securities available for sale $76,856
   $7,733
   $1,694
   $82,895
 



20162019
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair  
Value  
Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair  
Value  
Securities held to maturity, carried at amortized cost:                  
Fixed maturities:         
Fixed maturity securities:         
Yen-denominated:                  
Japan government and agencies $20,702
 $5,338
 $0
 $26,040
  $22,241
 $6,050
 $0
 $28,291
 
Municipalities 350
 107
 0
 457
  821
 262
 0
 1,083
 
Mortgage- and asset-backed securities 30
 2
 0
 32
  16
 1
 0
 17
 
Public utilities 3,201
 358
 23
 3,536
  2,535
 419
 0
 2,954
 
Sovereign and supranational 2,602
 283
 8
 2,877
  1,123
 197
 0
 1,320
 
Banks/financial institutions 3,731
 195
 26
 3,900
  916
 105
 3
 1,018
 
Other corporate 2,734
 452
 7
 3,179
  2,433
 485
 7
 2,911
 
Total yen-denominated 33,350
 6,735
 64
 40,021
  30,085
 7,519
 10
 37,594
 
Total securities held to maturity $33,350
 $6,735
 $64
 $40,021
  $30,085
 $7,519
 $10
 $37,594
 




103107




Item 8. Financial Statements and Supplementary Data


  2018
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
Securities held to maturity, carried at amortized cost:               
Fixed maturity securities:               
  Yen-denominated:               
Japan government and agencies $21,712
   $5,326
   $0
   $27,038
 
Municipalities 359
   110
   0
   469
 
Mortgage- and asset-backed securities 14
   1
   0
   15
 
Public utilities 2,727
   254
   8
   2,973
 
Sovereign and supranational 1,551
   289
   0
   1,840
 
Banks/financial institutions 1,445
   158
   20
   1,583
 
Other corporate 2,510
   332
   38
   2,804
 
Total yen-denominated 30,318
   6,470
   66
   36,722
 
Total securities held to maturity $30,318
   $6,470
   $66
   $36,722
 

 2015
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
   Fair
  Value
Securities available for sale, carried at fair value:               
Fixed maturities:               
  Yen-denominated:               
Japan government and agencies $17,293
   $1,862
   $0
   $19,155
 
Municipalities 128
   9
   0
   137
 
Mortgage- and asset-backed securities 322
   33
   0
   355
 
Public utilities 1,400
   210
   10
   1,600
 
Sovereign and supranational 791
   180
   0
   971
 
Banks/financial institutions 2,321
   325
   105
   2,541
 
Other corporate 3,337
   448
   33
   3,752
 
Total yen-denominated 25,592
   3,067
   148
   28,511
 
  Dollar-denominated:               
U.S. government and agencies 110
   11
   0
   121
 
Municipalities 926
   151
   6
   1,071
 
Mortgage- and asset-backed securities 200
   27
   0
   227
 
Public utilities 5,464
   636
   221
   5,879
 
Sovereign and supranational 331
   105
   0
   436
 
Banks/financial institutions 2,865
   634
   21
   3,478
 
Other corporate 25,154
   1,774
   1,302
   25,626
 
Total dollar-denominated 35,050
   3,338
   1,550
   36,838
 
Total fixed maturities 60,642
   6,405
   1,698
   65,349
 
Perpetual securities:               
  Yen-denominated:               
Banks/financial institutions 1,581
   143
   93
   1,631
 
Other corporate 183
   22
   0
   205
 
  Dollar-denominated:               
Banks/financial institutions 77
   35
   1
   111
 
Total perpetual securities 1,841
   200
   94
   1,947
 
Equity securities:               
      Yen-denominated 472
   19
   4
   487
 
    Dollar-denominated 8
   3
   0
   11
 
Total equity securities 480
   22
   4
   498
 
Total securities available for sale $62,963
   $6,627
   $1,796
   $67,794
 



104
  
2019 2018
(In millions)Fair Value Fair Value
Equity securities, carried at fair value through net earnings:       
Equity securities:       
      Yen-denominated $658
   $641
 
      U.S. dollar-denominated 144
   346
 
Total equity securities $802
   $987
 




  2015
(In millions)Cost or
Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
Securities held to maturity, carried at amortized cost:               
Fixed maturities:               
  Yen-denominated:               
Japan government and agencies $20,004
   $3,387
   $0
   $23,391
 
Municipalities 341
   74
   0
   415
 
Mortgage- and asset-backed securities 36
   2
   0
   38
 
Public utilities 3,092
   205
   94
   3,203
 
Sovereign and supranational 2,555
   182
   26
   2,711
 
Banks/financial institutions 4,431
   168
   53
   4,546
 
Other corporate 3,000
   260
   44
   3,216
 
Total yen-denominated 33,459
   4,278
   217
   37,520
 
Total securities held to maturity $33,459
   $4,278
   $217
   $37,520
 


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

Beginning in 2015 and continuing into 2016, we increased our investment in yen-denominated publicly traded equity securities. In 2016, we also increased our investment in U.S. dollar-denominated publicly traded equity securities. These securities are classified as available for sale and carried on our balance sheet at fair value.


During 20162019 and 2015, we2018, the Company did not reclassify any investments from the held-to-maturity category to the available-for-sale category. During 2014, we2017, the Company reclassified three3 investments from the held-to-maturity category to the available-for-sale category as a result of the issuersissuers' credit rating being downgraded to below investment grade. At the time of the transfer, the securities had an aggregate amortized cost of $424$773 million and an aggregate unrealized lossgain of $54$47 million.

108


Item 8. Financial Statements and Supplementary Data


Contractual and Economic Maturities


The contractual and economic maturities of ourthe Company's investments in fixed maturitiesmaturity securities at December 31, 2016,2019, were as follows:
(In millions)Amortized
Cost
 Fair
Value
Available for sale:      
Due in one year or less $583
   $612
Due after one year through five years 7,933
   8,122
Due after five years through 10 years 11,347
   12,819
Due after 10 years 59,130
   69,299
Mortgage- and asset-backed securities 378
   410
Total fixed maturity securities available for sale $79,371
   $91,262
Held to maturity:      
Due in one year or less $265
   $270
Due after one year through five years 1,227
   1,330
Due after five years through 10 years 532
   599
Due after 10 years 28,045
   35,378
Mortgage- and asset-backed securities 16
   17
Total fixed maturity securities held to maturity $30,085
   $37,594

  Aflac Japan Aflac U.S.
(In millions)Amortized
Cost
 Fair
Value
 Amortized
Cost
 Fair  
Value  
Available for sale:               
Due in one year or less $180
   $204
   $103
   $105
 
Due after one year through five years 3,441
   3,696
   617
   668
 
Due after five years through 10 years 9,374
   9,694
   2,860
   3,018
 
Due after 10 years 39,461
   45,125
   8,545
   9,411
 
Mortgage- and asset-backed securities 1,144
   1,184
   43
   48
 
Total fixed maturities available for sale $53,600
   $59,903
   $12,168
   $13,250
 
Held to maturity:               
Due after one year through five years 2,009
   2,112
   0
   0
 
Due after five years through 10 years 1,584
   1,737
   0
   0
 
Due after 10 years 29,727
   36,140
   0
   0
 
Mortgage- and asset-backed securities 30
   32
   0
   0
 
Total fixed maturities held to maturity $33,350
   $40,021
   $0
   $0
 


At December 31, 2016,Economic maturities are used for certain debt instruments with no stated maturity where the Parent Company and other business segments had portfoliosexpected maturity date is based on the combination of available-for-sale fixed-maturity securities totaling $595 million at amortized cost and $607 million at fair value, which are not includedfeatures in the table above.


105



Expected maturities may differ from contractual maturities because some issuers havefinancial instrument such as the right to call or prepay obligations with or without call or prepayment penalties.changes in coupon rates.

The majority of our perpetual securities are subordinated to other debt obligations of the issuer, but rank higher than the issuer's equity securities. Perpetual securities have characteristics of both debt and equity investments, along with unique features that create economic maturity dates for the securities. Although perpetual securities have no contractual maturity date, they have stated interest coupons that were fixed at their issuance and subsequently change to a floating short-term interest rate after some period of time. The instruments are generally callable by the issuer at the time of changing from a fixed coupon rate to a new variable rate of interest, which is determined by the combination of some market index plus a fixed amount of basis points. The net effect is to create an expected maturity date for the instrument. The economic maturities of our investments in perpetual securities, which were all reported as available for sale at December 31, 2016, were as follows:
  
Aflac Japan Aflac U.S.
(In millions)Amortized
Cost
 Fair
Value
 Amortized
Cost
 Fair  
Value  
Due in one year or less $87
   $82
   $0
   $0
 
Due after one year through five years 189
   213
   0
   0
 
Due after 10 years 1,191
   1,282
   39
   56
 
Total perpetual securities available for sale $1,467
   $1,577
   $39
   $56
 


Investment Concentrations


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


Investment exposures that individually exceeded 10% of shareholders' equity as of December 31 were as follows:
2016 20152019 2018
(In millions)Credit
Rating
 Amortized
Cost
 Fair
Value
 Credit
Rating
 Amortized
Cost
 Fair
Value
Credit
Rating
 Amortized
Cost
 Fair
Value
 Credit
Rating
 Amortized
Cost
 Fair
Value
Japan National Government(1)
A $42,931 $51,345 A $36,859 $42,025A+ $51,726 $62,584 A+ $51,207 $59,945
(1)Japan Government Bonds (JGBs) or JGB-backed securities
Realized Investment Gains and Losses


Information regarding pretax realized gains and losses from investments for the years ended December 31 follows:


106109




Item 8. Financial Statements and Supplementary Data


(In millions)2019 2018 2017 
Realized investment gains (losses):      
Fixed maturity securities:      
Available for sale:      
Gross gains from sales$115
 $101
 $51
 
Gross losses from sales(68) (156) (68) 
Foreign currency gains (losses) on sales and redemptions(16) 73
 (48) 
Other-than-temporary impairment losses(13) (64) (7) 
Total fixed maturity securities18
 (46) (72) 
Equity securities101
 (131)
71
(1) 
Loan receivables:      
Loan loss reserves(18) (19) (8) 
Total loan receivables(18) (19) (8) 
Derivatives and other:      
Derivative gains (losses)(174) (224) (109) 
Foreign currency gains (losses)(62) (10) (33) 
Total derivatives and other(236) (234) (142) 
Total realized investment gains (losses)$(135) $(430) $(151) 

(In millions)2016 2015 2014 
Realized investment gains (losses):      
Fixed maturities:      
Available for sale:      
Gross gains from sales$77
 $224
 $192
 
Gross losses from sales(134)
(1) 
(8) (12) 
Net gains (losses) from redemptions (1)
186
 52
 34
 
Other-than-temporary impairment losses(24)
(1) 
(152) (31) 
Held to maturity:      
Net gains (losses) from redemptions0
 0
 1
 
Total fixed maturities105
 116
 184
 
Perpetual securities:      
Available for sale:      
Net gains (losses) from redemptions64
 35
 0
 
Other-than-temporary impairment losses(2) 0
 0
 
Total perpetual securities62
 35
 0
 
Equity securities:      
Net gains (losses) from redemptions22
 0
 0
 
Other-than-temporary impairment losses(57) (1) 0
 
Total equity securities(35) (1) 0
 
Derivatives and other:      
Derivative gains (losses)(255) (10) 31
 
  Total derivatives and other(255) (10) 31
 
  Total realized investment gains (losses)$(123) $140
 $215
 
(1) Primarily driven by foreign exchangeIncludes impairments of $22 in 2017


In 2016,The unrealized holding gains, net of losses, recorded as a component of realized investment gains and losses for the impairments we recorded related to fixed maturity securities were due to a change in intent to sell securities. In 2016, the impairments we recorded relatedyear ended December 31, 2019, that relates to equity securities were a result of significant and/or prolonged declines in fair value, as well as expected portfolio rebalancing where we were not able to assert our ability and intent to hold certain securities until recovery.still held at the December 31, 2019, reporting date was $64 million.


Unrealized Investment Gains and Losses


Information regarding changes in unrealized gains and losses from investments recorded in AOCI for the years ended December 31 follows:
(In millions)2019 2018 2017
Changes in unrealized gains (losses):           
Fixed maturity securities, available for sale $5,852
   $(3,142)   $1,657
 
Equity securities 0
   0
   71
 
Total change in unrealized gains (losses) $5,852
   $(3,142)   $1,728
 

(In millions)2016 2015 2014
Changes in unrealized gains (losses):           
Fixed maturities:           
Available for sale $2,690
   $(2,481)   $5,629
 
Transferred to held to maturity 0
   0
   (10) 
Perpetual securities:           
Available for sale 21
   (123)   269
 
Equity securities 88
   9
   5
 
Total change in unrealized gains (losses) $2,799
   $(2,595)   $5,893
 


Effect on Shareholders' Equity


The net effect on shareholders' equity of unrealized gains and losses from investmentfixed maturity securities at December 31 was as follows:

107
(In millions)2019 2018
Unrealized gains (losses) on securities available for sale $11,891
   $6,039
 
Deferred income taxes (3,343)   (1,805) 
Shareholders’ equity, unrealized gains (losses) on fixed maturity securities $8,548
   $4,234
 




(In millions)2016 2015
Unrealized gains (losses) on securities available for sale $7,630
   $4,831
 
Deferred income taxes (2,825)   (1,845) 
Shareholders’ equity, unrealized gains (losses) on investment securities $4,805
   $2,986
 


Gross Unrealized Loss Aging


The following tables show the fair values and gross unrealized losses of ourthe Company's available-for-sale and held-to-maturity investments that were in an unrealized loss position, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31.31.
 
  2016
  Total Less than 12 months 12 months or longer
(In millions)Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
Fixed Maturities:                       
  Japan government and
agencies:
                       
  Yen-denominated $3,958
   $160
   $3,958
   $160
   $0
   $0
 
  Municipalities:                       
  Dollar-denominated 44
   8
   0
   0
   44
   8
 
  Yen-denominated 105
   8
   105
   8
   0
   0
 
Mortgage- and asset-
backed securities:
                       
  Yen-denominated 713
   8
   713
   8
   0
   0
 
  Public utilities:                       
  Dollar-denominated 1,265
   60
   790
   32
   475
   28
 
  Yen-denominated 635
   26
   347
   14
   288
   12
 
  Sovereign and supranational:                       
  Yen-denominated 244
   13
   38
   5
   206
   8
 
  Banks/financial institutions:                       
  Dollar-denominated 268
   16
   238
   10
   30
   6
 
  Yen-denominated 1,521
   100
   636
   19
   885
   81
 
  Other corporate:                       
  Dollar-denominated 10,462
   690
   7,252
   346
   3,210
   344
 
  Yen-denominated 321
   10
   321
   10
   0
   0
 
  Total fixed maturities 19,536
   1,099
   14,398
   612
   5,138
   487
 
Perpetual securities:                       
  Yen-denominated 479
   49
   85
   1
   394
   48
 
  Total perpetual securities 479
   49
   85
   1
   394
   48
 
Equity securities:                       
  Dollar-denominated 211
   6
   211
   6
   0
   0
 
  Yen-denominated 49
   2
   49
   2
   0
   0
 
  Total equity securities 260
   8
   260
   8
   0
   0
 
  Total $20,275
   $1,156
   $14,743
   $621
   $5,532
   $535
 





108110




Item 8. Financial Statements and Supplementary Data


  2019
  Total Less than 12 months 12 months or longer
(In millions)Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
Fixed maturity securities:                       
  Municipalities:                       
  Yen-denominated $80
   $3
   $80
   $3
   $0
   $0
 
  Public utilities:                       
  U.S. dollar-denominated 306
   10
   69
   2
   237
   8
 
  Banks/financial institutions:                       
  U.S. dollar-denominated 79
   4
   18
   0
   61
   4
 
  Yen-denominated 1,828
   89
   1,828
   89
   0
   0
 
  Other corporate:                       
  U.S. dollar-denominated 4,261
   248
   792
   53
   3,469
   195
 
  Yen-denominated 636
   31
   636
   31
   0
   0
 
  Total $7,190
   $385
   $3,423
   $178
   $3,767
   $207
 

  2015
  Total Less than 12 months 12 months or longer
(In millions)Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
Fixed Maturities:                       
  Municipalities:                       
  Dollar-denominated $80
   $6
   $80
   $6
   $0
   $0
 
  Public utilities:                       
  Dollar-denominated 2,127
   221
   1,689
   132
   438
   89
 
  Yen-denominated 1,487
   104
   1,062
   73
   425
   31
 
  Sovereign and supranational:                       
  Yen-denominated 580
   26
   385
   13
   195
   13
 
  Banks/financial institutions:                       
  Dollar-denominated 366
   21
   348
   11
   18
   10
 
  Yen-denominated 2,350
   158
   1,147
   14
   1,203
   144
 
  Other corporate:                       
  Dollar-denominated 13,430
   1,302
   11,068
   770
   2,362
   532
 
  Yen-denominated 1,151
   77
   343
   5
   808
   72
 
  Total fixed maturities 21,571
   1,915
   16,122
   1,024
   5,449
   891
 
Perpetual securities:                       
  Dollar-denominated 6
   1
   0
   0
   6
   1
 
  Yen-denominated 645
   93
   216
   12
   429
   81
 
  Total perpetual securities 651
   94
   216
   12
   435
   82
 
Equity securities:                       
  Yen-denominated 191
   4
   191
   4
   0
   0
 
  Total equity securities 191
   4
   191
   4
   0
   0
 
  Total $22,413
   $2,013
   $16,529
   $1,040
   $5,884
   $973
 


  2018
  Total Less than 12 months 12 months or longer
(In millions)Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
 Fair
Value
 Unrealized
Losses
Fixed maturity securities:                       
  U.S. government and
agencies:
                       
  U.S. dollar-denominated $67
   $1
   $67
   $1
   $0
   $0
 
  Japan government and
agencies:
                       
  Yen-denominated 3,604
   140
   3,604
   140
   0
   0
 
  Municipalities:                       
  U.S. dollar-denominated 515
   8
   515
   8
   0
   0
 
  Yen-denominated 148
   9
   148
   9
   0
   0
 
Mortgage- and asset-
backed securities:
                       
  U.S. dollar-denominated 74
   1
   74
   1
   0
   0
 
  Public utilities:                       
  U.S. dollar-denominated 1,585
   105
   892
   48
   693
   57
 
  Yen-denominated 604
   12
   604
   12
   0
   0
 
  Banks/financial institutions:                       
  U.S. dollar-denominated 625
   35
   340
   19
   285
   16
 
  Yen-denominated 3,057
   258
   3,057
   258
   0
   0
 
  Other corporate:                       
  U.S. dollar-denominated 12,899
   1,109
   5,782
   407
   7,117
   702
 
  Yen-denominated 1,306
   82
   1,306
   82
   0
   0
 
  Total $24,484
   $1,760
   $16,389
   $985
   $8,095
   $775
 


Analysis of Securities in Unrealized Loss Positions


The unrealized losses on ourthe Company's fixed income or perpetualmaturity securities investments have been primarily related to general market changes in interest rates, foreign exchange rates, and/or the levels of credit spreads rather than specific concerns with the issuer's ability to pay interest and repay principal. The unrealized losses on our investments in equity securities are primarily related to foreign exchange rates, general market conditions which reflect prospects for the economy as a whole, or specific information pertaining to an industry or an individual company.



111


Item 8. Financial Statements and Supplementary Data


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

For any significant declines in fair value of our equity securities, we review the severity of the security’s decline in fair value coupled with the length of time the fair value of the security has been below cost. We also perform a more focused review of the financial condition and near-term prospects of the issuer as well as general market conditions reflecting the prospects for the economy as a whole, and determine whether we have the intent to hold the securities until they recover in value.


109




Assuming no credit-related factors develop, unrealized gains and losses on fixed maturities and perpetualmaturity securities are expected to diminish as investments near maturity. Based on ourits credit analysis, we believethe Company believes that the issuers of ourits fixed maturity and perpetual security investments in the sectors shown in the table above have the ability to service their obligations to us.the Company.

Commercial Mortgage and Other Loans

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

The table below reflects the composition of the carrying value for commercial mortgage and other loans by property type as of December 31.
(In millions)2019 2018
 Amortized Cost % of Total Amortized Cost % of Total
Commercial Mortgage and other loans       
  Transitional real estate loans:       
    Office$1,800
 18.7% $1,621
 23.3%
    Retail131
 1.4
 147
 2.1
    Apartments/Multi-Family2,085
 21.7
 1,706
 24.6
    Industrial256
 2.7
 250
 3.6
    Hospitality1,036
 10.8
 531
 7.6
    Other164
 1.7
 139
 2.0
        Total transitional real estate loans5,472
 57.0
 4,394
 63.2
Commercial mortgage loans:       
     Office410
 4.3
 281
 4.1
     Retail348
 3.5
 316
 4.6
     Apartments/Multi-Family569
 5.9
 369
 5.3
     Industrial383
 4.0
 99
 1.4
        Total commercial mortgage loans1,710
 17.7
 1,065
 15.4
Middle market loans2,432
 25.3
 1,487
 21.4
        Total commercial mortgage and other loans$9,614
 100.0% $6,946
 100.0%
Allowance for Loan Losses(45)   (27)  
              Total net commercial mortgage and other loans$9,569
   $6,919
  


Commercial mortgage and transitional real estate loans were secured by properties entirely within the U.S. (with the largest concentrations in California (20%), Texas (15%) and Florida (10%)). Middle market loans are issued only to companies domiciled within the U.S. and Canada.


112


Item 8. Financial Statements and Supplementary Data


Transitional Real Estate Loans

Transitional real estate loans are commercial mortgage loans that are typically relatively short-term floating rate instruments secured by a first lien on the property.These loans provide funding for properties undergoing a change in their physical characteristics and/or economic profile and do not typically require any principal repayment prior to the maturity date. This loan portfolio is generally considered to be investment grade. As of December 31, 2019, the Company had $875 millionin outstanding commitments to fund transitional real estate loans. These commitments are contingent on the final underwriting and due diligence to be performed.

Commercial Mortgage Loans

Commercial mortgage loans are typically fixed rate loans on commercial real estate with partial repayment of principal over the life of the loan with the remaining outstanding principal being repaid upon maturity. This loan portfolio is generally considered higher quality investment grade loans. As of December 31, 2019, the Company had $27 million of outstanding commitments to fund commercial mortgage loans. These commitments are contingent on the final underwriting and due diligence to be performed.

Middle Market Loans

Middle market loans are typically first lien senior secured cash flow loans to small to mid-size companies for working capital, refinancing, acquisition, and recapitalization. These loans are generally considered to be below investment grade. The carrying value for middle market loans included $99 million and $56 million for a short term credit facility that is reflected in other liabilities on the consolidated balance sheets, as of December 31, 2019, and 2018, respectively.

As of December 31, 2019, the Company had commitments of approximately $502 million to fund potential future loan originations related to this investment program. These commitments are contingent upon the availability of middle market loans that meet the Company's underwriting criteria.

Allowance for Loan Losses

The Company's allowance for loan losses is established using both general and specific allowances. The general allowance is used for loans grouped by similar risk characteristics where a loan-specific or market-specific risk has not been identified, but for which the Company estimates probable incurred losses. The specific allowance is used on an individual loan basis when it is probable that a loss has been incurred. As of December 31, 2019, the Company had loan loss reserves of $6 million related to 2 specific middle market loans. There was no specific loan loss reserve as of December 31, 2018. The following table presents the rollforward of the Company's allowance for loan losses by portfolio segment during the year ended December 31.
(In millions)Commercial Mortgage Loans Transitional Real Estate Loans Middle Market Loans Total
Allowance for loan losses at December 31, 2018 $(1)   $(17)   $(9)   $(27) 
Addition to (release of) allowance for credit losses (2)   (5)   (11)   (18) 
Allowance for loan losses at December 31, 2019 $(3)   $(22)   $(20)   $(45) 


As of December 31, 2019 and 2018, the Company had no loans that were past due in regards to principal and/or interest payments. Additionally, the Company held no loans that were on nonaccrual status or considered impaired as of December 31, 2019 and 2018. The Company had no troubled debt restructurings during the years ended December 31, 2019 and 2018.

Credit Quality Indicators

The key credit quality indicators used by the Company in establishing the general and specific loan loss reserves, as well as in determining whether or not a loan should be impaired, include loan-to-value and debt service coverage ratios for CMLs and TREs and ratings for its middle market loan portfolio. Given that transitional real estate loans involve properties undergoing renovation or construction, loan-to-value provides the most insight on the credit risk of the property. Middle market loans generally have below-investment-grade ratings. The performance of the loans are monitored and reviewed periodically, but not less than quarterly.

The table below summarizes key credit quality information by carrying value for CMLs and TREs as of December 31.

113


Item 8. Financial Statements and Supplementary Data


 2019
(In millions)Transitional Real Estate LoansCommercial Mortgage LoansTotal
Loan-to-Value Ratio:   
   0%-59.99%$1,424
$1,390
$2,814
   60%-69.99%1,9272972,224
   70%-79.99%2,085232,108
   80% or greater36036
      Total$5,472
$1,710
$7,182
Weighted Average Debt-Service Coverage Ratio 2.38 

 2018
(In millions)Transitional Real Estate LoansCommercial Mortgage LoansTotal
Loan-to-Value Ratio:   
   0%-59.99%$819
$877
$1,696
   60%-69.99%1,6811651,846
   70%-79.99%1,558231,581
   80% or greater3360336
      Total$4,394
$1,065
$5,459
Weighted Average Debt-Service Coverage Ratio 2.45 


Other Investments

The table below reflects the composition of the carrying value for other investments as of December 31.
(In millions)2019 2018
Other investments:       
Policy loans $250
   $232
 
Short-term investments (1)
 628
   152
 
Limited partnerships 569
   377
 
Other 30
   26
 
Total other investments $1,477
   $787
 
(1) Includes securities lending collateral

As of December 31, 2019, the Company had $1.3 billion in outstanding commitments to fund alternative investments in limited partnerships.


Variable Interest Entities (VIEs)


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


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


OurThe Company's ownership interest in VIEs is limited to holding the obligations issued by them. We haveThe Company has no direct or contingent obligations to fund the limited activities of these VIEs, nor do wedoes it have any direct or indirect financial guarantees related to the limited activities of these VIEs. We haveThe Company has not provided any assistance or any other type of financing support to any of the VIEs we investit invests in, nor do wedoes it have any intention to do so in the future. For those VIEs in

114


Item 8. Financial Statements and Supplementary Data


which we holdthe Company holds debt obligations, the weighted-average lives of ourthe Company's notes are very similar to the underlying collateral held by these VIEs where applicable.


We also utilize unit trust structures in our Aflac Japan segment to invest in various asset classes. As the sole investor of these VIEs, we are required to consolidate these entities under U.S. GAAP.

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


VIEs - Consolidated


The following table presents the cost or amortized cost, fair value and balance sheet caption in which the assets and liabilities of consolidated VIEs are reported as of December 31.
Investments in Consolidated Variable Interest Entities
  2019 2018
(In millions)Cost or Amortized
Cost
 Fair
Value
 Cost or Amortized
Cost
 Fair
Value
Assets:               
Fixed maturity securities, available for sale $3,308
   $4,312
   $3,849
   $4,466
 
Equity securities 0
   0
   160
   160
 
Commercial mortgage and other loans 7,956
   8,015
   5,528
   5,506
 
Other investments (1)
 494
   494
   328
   328
 
Other assets (2)
 169
   169
   182
   182
 
Total assets of consolidated VIEs $11,927
   $12,990
   $10,047
   $10,642
 
Liabilities:               
Other liabilities (2)
 $126
   $126
   $102
   $102
 
Total liabilities of consolidated VIEs $126
   $126
   $102
   $102
 

  2016 2015
(In millions)Cost or Amortized
Cost
 Fair
Value
 Cost or Amortized
Cost
 Fair
Value
Assets:               
Fixed maturities, available for sale $4,168
   $4,982
   $3,739
   $4,554
 
Perpetual securities, available for sale 237
   208
   255
   228
 
Equity securities 972
   1,044
   363
   363
 
Other investments 819
   789
   0
   0
 
Other assets 127
   127
   102
   102
 
Total assets of consolidated VIEs $6,323
   $7,150
   $4,459
   $5,247
 
Liabilities:               
Other liabilities $146
   $146
   $293
   $293
 
Total liabilities of consolidated VIEs $146
   $146
   $293
   $293
 
(1) Consists entirely of alternative investments in limited partnerships

(2) Consists entirely of derivatives
We are
The Company is substantively the only investor in the consolidated VIEs listed in the table above. As the sole investor in these VIEs, we havethe Company has the power to direct the activities of thea variable interest entity that most significantly impact the entity's economic performance and areis therefore considered to be the primary beneficiary of the VIEs that we consolidate. Weit consolidates. The Company also participateparticipates in substantially all of the variability created by these VIEs. The activities of these VIEs are limited to holding invested assets and foreign currency and/or CDS,swaps, as appropriate, and utilizing the cash flows from these securities to service ourits investment. Neither wethe Company nor any of ourits creditors are able to obtain the underlying collateral of the VIEs unless there is an event of default or other specified event. For those VIEs that contain a swap, we arethe Company is not a direct counterparty to the swap contracts and havehas no control over them. OurThe Company's loss exposure to these VIEs is limited to our

110



its original investment. OurThe Company's consolidated VIEs do not rely on outside or ongoing sources of funding to support their activities beyond the underlying collateral and swap contracts, if applicable. With the exception of our investmentsits investment in unit trust structures, the underlying collateral assets and funding of ourthe Company's consolidated VIEs are generally static in nature and the underlying collateral and the reference corporate entities covered by any CDS contracts were all investment grade at the time of issuance.nature.


Investments in Unit Trust Structures


We invest throughThe Company also utilizes unit trust structures in yen-denominated public equity securities, U.S. dollar-denominated public equity securities, bank loans, commercial mortgage loans, and middle market loansits Aflac Japan segment to invest in which we arevarious asset classes. As the onlysole investor requiring usof these VIEs, the Company is required to consolidate these trusts under U.S. GAAP. The yen-denominated and U.S. dollar-denominated equity securities are classified as available-for-sale in the financial statements. As of December 31, 2016, the amortized cost and fair value of these equity securities was $972 million and $1.0 billion, compared with amortized cost and fair value of $363 million as of December 31, 2015. The bank loans are classified as available-for-sale fixed-maturity securities in the financial statements. As of December 31, 2016, the amortized cost and fair value of our bank loan investments was $2.0 billion and $1.9 billion, respectively, compared with an amortized cost and fair value of $1.4 billion as of December 31, 2015. The commercial mortgage loans, all of which were purchased in 2016, are classified as held for investment and reflected in other investments on the consolidated balance sheets. As of December 31, 2016, the amortized cost of these loans, net of loan loss reserves, was $745 million. The middle market loans, which were purchased in 2016, are classified as held for investment and reflected in other investments on the consolidated balance sheets. As of December 31, 2016, the amortized cost of these loans, net of loan loss reserves, was $74 million.


VIEs - Not Consolidated


The table below reflects the amortized cost, fair value and balance sheet caption in which ourthe Company's investment in VIEs not consolidated are reported as of December 31.



115


Item 8. Financial Statements and Supplementary Data


Investments in Variable Interest Entities Not Consolidated
 2019 2018
(In millions)Amortized
Cost
 Fair
Value
 Amortized
Cost
 Fair
Value
Assets:               
Fixed maturity securities, available for sale $4,129
   $4,884
   $4,575
   $4,982
 
Fixed maturity securities, held to maturity 1,848
   2,236
   2,007
   2,254
 
Other investments (1)
 75
   74
   49
   49
 
Total investments in VIEs not consolidated $6,052
   $7,194
   $6,631
   $7,285
 

 2016 2015
(In millions)Amortized
Cost
 Fair
Value
 Amortized
Cost
 Fair
Value
Assets:               
Fixed maturities, available for sale $4,729
   $5,261
   $4,731
   $5,093
 
Perpetual securities, available for sale 172
   200
   249
   253
 
Fixed maturities, held to maturity 2,563
   2,948
   2,477
   2,636
 
Other investments 1
   1
   0
   0
 
Total investments in VIEs not consolidated $7,465
   $8,410
   $7,457
   $7,982
 
(1) Consists entirely of alternative investments in limited partnerships
Prior year amounts
The Company holds alternative investments in limited partnerships that have been adjusted fordetermined to be VIEs. These partnerships invest in private equity and structured investments. The Company’s maximum exposure to loss on these investments is limited to the adoptionamount of accounting guidance on January 1, 2016 relatedits investment. The Company is not the primary beneficiary of these VIEs and is therefore not required to consolidations.consolidate them. The Company classifies these investments as Other investments in the consolidated balance sheets.


TheCertain investments in VIEs that we arethe Company is not required to consolidate are investments that are in the form of debt obligations from the VIEs that are irrevocably and unconditionally guaranteed by their corporate parents or sponsors. These VIEs are the primary financing vehicles used by their corporate sponsors to raise financing in the capital markets. The variable interests created by these VIEs are principally or solely a result of the debt instruments issued by them. We doThe Company does not have the power to direct the activities that most significantly impact the entity's economic performance, nor do wedoes it have the obligation to absorb losses of the entity or the right to receive benefits from the entity. As such, we arethe Company is not the primary beneficiary of these VIEs and areis therefore not required to consolidate them. These VIE investments comprise securities from 145 separate issuers with an average credit rating of BBB as of December 31, 2016, compared with 169 separate issuers with an average credit rating of BBB as of December 31, 2015.

Loans and Loan Receivables

We classify our loans and loan receivables as held-for-investment and include them in the other investments line on the consolidated balance sheets. We carry them on the balance sheet at amortized cost less an estimated allowance for loan losses. Our loan allowance for losses is established using both specific and general allowances. The specific allowance is used on an individual loan basis for those impaired loans where we expect to incur a loss. The general allowance is used for loans grouped by similar risk characteristics where a loan-specific or market-specific risk has not been identified, but for which we anticipate to incur a loss.

111




Middle Market Loans

As of December 31, 2016 and 2015, our investment in middle market loan receivables, net of loan loss reserves and inclusive of those loans held in unit trust structures as discussed above, was $319 million and $118 million, respectively. These balances include an unfunded amount of $91 million and $53 million as of December 31, 2016 and 2015, respectively, that was reflected in other liabilities on the consolidated balance sheets. As of December 31, 2016 and 2015, we had no loans that were past due in regards to principal and/or interest payments. Additionally, we held no loans that were on nonaccrual status or considered impaired as of December 31, 2016 and 2015. Our middle market loan allowance for losses was immaterial as of December 31, 2016 and 2015. Our middle market loan allowance for losses is established using a general allowance methodology by applying industry average long term historical loss rates to our outstanding middle market loan balances. We had no troubled debt restructurings during December 31, 2016 and 2015.

As of December 31, 2016, we had commitments of $779 million to fund potential future loan originations related to this investment program, inclusive of loans held in unit trust structures. These commitments are contingent upon the availability of middle market loans that meet our underwriting criteria.

Commercial Mortgage Loans

In 2016, we began funding investments in commercial mortgage loans. As of December 31, 2016, the amortized cost of these investments, net of loan loss reserves and inclusive of those loans held in unit trust structures as discussed above, was $855 million. We had no loans that were past due in regards to principal and/or interest payments, and we held no loans that were on nonaccrual status or considered impaired as of December 31, 2016. Our commercial mortgage loan allowance for losses was immaterial as of December 31, 2016. We had no troubled debt restructurings during the year ended December 31, 2016.

As of December 31, 2016, we had $19 million in outstanding commitments to fund commercial mortgage loans, inclusive of loans held in unit trust structures. These commitments are contingent on the final underwriting and due diligence to be performed.


Securities Lending and Pledged Securities


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



116


Item 8. Financial Statements and Supplementary Data


Details of our securities lending activitiescollateral by loaned security type and remaining maturity of the agreements as of December 31 were as follows:
Securities Lending Transactions Accounted for as Secured Borrowings
2016
20192019
Remaining Contractual Maturity of the Agreements
(In millions)
Overnight
and
Continuous
(1)
 Up to 30
days
 Total
Overnight
and
Continuous
(1)
 Up to 30
days
 Greater
than 90
days
 Total
Securities lending transactions:            
Fixed maturity securities:       
Japan government and agencies$0
 $1,013
 $4,759
 $5,772
Public utilities$62
 $0
 $62
35
 0
 0
 35
Sovereign and supranational2
 0
 0
 2
Banks/financial institutions34
 0
 34
48
 0
 0
 48
Other corporate430
 0
 430
778
 0
 0
 778
Equity securities0
 0
��0
 0
Total borrowings$526
 $0
 $526
$863
 $1,013
 $4,759
 $6,635
Gross amount of recognized liabilities for securities lending transactionsGross amount of recognized liabilities for securities lending transactions $526
Gross amount of recognized liabilities for securities lending transactions  $1,876
Amounts related to agreements not included in offsetting disclosure in Note 4Amounts related to agreements not included in offsetting disclosure in Note 4 $0
Amounts related to agreements not included in offsetting disclosure in Note 4  $4,759
(1) These securities are pledged as collateralThe related loaned security, under ourthe Company's Aflac U.S. securities lending program, and can be calledreturned to the Company at ourthe transferee's discretion; therefore, they are classified as Overnight and Continuous.

112
Securities Lending Transactions Accounted for as Secured Borrowings
2018
Remaining Contractual Maturity of the Agreements
(In millions)
Overnight
and
Continuous
(1)
 Up to 30
days
 Greater
than 90
days
 Total
Securities lending transactions:       
Fixed maturity securities:       
Japan government and agencies$0
 $387
 1,190
 $1,577
Municipalities5
 0
 0
 5
Public utilities27
 0
 0
 27
Banks/financial institutions74
 0
 0
 74
Other corporate549
 0
 0
 549
Equity securities10
 0
 0
 10
          Total borrowings$665
 $387
 $1,190
 $2,242
Gross amount of recognized liabilities for securities lending transactions  $1,052
Amounts related to agreements not included in offsetting disclosure in Note 4  $1,190






Securities Lending Transactions Accounted for as Secured Borrowings
2015
Remaining Contractual Maturity of the Agreements
(In millions)
Overnight
and
Continuous
(1)
 Up to 30
days
  Total
Securities lending transactions:      
Japan government and agencies$0
 $499
  $499
Public utilities108
 0
  108
Banks/financial institutions13
 0
  13
Other corporate321
 0
  321
          Total borrowings$442
 $499
  $941
Gross amount of recognized liabilities for securities lending transactions $941
Amounts related to agreements not included in offsetting disclosure in Note 4 $0
(1) These securities are pledged as collateralThe related loaned security, under ourthe Company's Aflac U.S. securities lending program, and can be calledreturned to the Company at ourthe transferee's discretion; therefore, they are classified as Overnight and Continuous.Continuous


WeThe Company did not have any repurchase agreements or repurchase-to-maturity transactions outstanding as of December 31, 20162019 and 2015,2018, respectively.


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


At December 31, 2016,2019, debt securities with a fair value of $17$18 million were on deposit with regulatory authorities in the United StatesU.S. (including U.S. territories) and Japan. We retain. The Company retains ownership of all securities on deposit and receivereceives the related investment income.



117


Item 8. Financial Statements and Supplementary Data


For general information regarding ourthe Company's investment accounting policies, see Note 1.


4.  DERIVATIVE INSTRUMENTS
OurThe Company's freestanding derivative financial instruments have historically consisted of: (1) foreign currency swaps and credit default swaps that are associated with investments in special-purpose entities, including VIEs where we are the primary beneficiary; (2)
foreign currency forwards and options used in hedging foreign exchange risk on U.S. dollar-denominated investments in Aflac Japan's portfolio; (3) portfolio

foreign currency forwards and options used to hedge foreign exchange risk from our net investment in Aflac Japan and economically hedge certain portions of forecasted cash flows denominated in yen; (4) swaps associated with our notes payable, consisting of yen and hedge the Company's long term exposure to a weakening yen

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

foreign currency swaps and, (5) options on in prior periods, credit default swaps that are associated with investments in special-purpose entities, including VIEs where the Company is the primary beneficiary

interest rate swaps (orused to economically hedge interest rate swaptions) and futuresfluctuations in certain variable-rate investments

interest rate swaptions used to hedge changes in the fair value associated with interest rate riskfluctuations for certain U.S. dollar-denominated available-for-sale fixed-maturity securities. We do not use derivative financial instruments for trading purposes, nor do we engage in leveraged derivative transactions.

Some of ourthe Company's derivatives are designated as cash flow hedges, fair value hedges or net investment hedges; however, other derivatives do not qualify for hedge accounting or we electthe Company elects not to designate them as an accounting hedge. We utilize a net investment hedge to mitigate foreign exchange exposure resulting from our net investment in Aflac Japan. In addition to designating derivatives as hedging instruments, we have designated the majority of the Parent Company's yen-denominated liabilities (notes payable and loans) as non-derivative hedging instruments for this net investment hedge.hedges.


Derivative Types

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

113



minimize cash flow fluctuations. We also use foreign currency swaps to economically convert certain of our dollar-denominated senior note and subordinated debenture principal and interest obligations into yen-denominated obligations.


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


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

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

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


118


Item 8. Financial Statements and Supplementary Data


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

The only CDS that we currently hold relates to components of an investment in a VIE and is used to assume credit risk related to an individual security. This CDS contract entitles the consolidated VIE to receive periodic fees in exchange for an obligation to compensate the derivative counterparties should the referenced security issuer experience a credit event, as defined in the contract.

Interest rate swaps involve the periodic exchange of cash flows with other parties, at specified intervals, calculated using agreed upon rates or other financial variables and notional principal amounts. Typically, at the time a swap is entered into, the cash flow streams exchanged by the counterparties are equal in value. No cash or principal payments are exchanged at the inception of the contract. Interest rate swaps are primarily used to convert interest receipts on floating-rate fixed-maturity securities contracts to fixed rates. These derivatives are predominantly used to better match cash receipts from assets with cash disbursements required to fund liabilities.

Interest rate swaptions are options on interest rate swaps. Interest rate collars are combinations of two swaption positions and are executed in order to hedge certain U.S. dollar-denominated available-for-sale securities that are held in the Aflac Japan segment. We use collars to protect against significant changes in the fair value associated with our U.S. dollar-denominated available-for-sale securities due to interest rates. In order to maximize the efficiency of the collars while minimizing cost, we set the strike price on each collar so that the premium paid for the ‘payer leg’ is offset by the premium received for having sold the ‘receiver leg’.

Periodically, we may enter into other derivative transactions depending on general economic conditions.


Derivative Balance Sheet Classification
The tablestable below summarizesummarizes the balance sheet classification of ourthe Company's derivative fair value amounts, as well as the gross asset and liability fair value amounts, at December 31. The fair value amounts presented do not include income accruals. Derivative assets are included in “Other Assets,” while derivative liabilities are included in “Other Liabilities” within the Company’s Consolidated Balance Sheets. The notional amount of derivative contracts represents the basis upon which pay or receive amounts are calculated and are not reflective of exposure or credit risk.


2019 2018
(In millions)    Asset
Derivatives
 Liability
Derivatives
  Asset
Derivatives
 Liability
Derivatives
Hedge Designation/ Derivative
Type
Notional
Amount
 Fair Value Fair ValueNotional
Amount
 Fair Value Fair Value
Cash flow hedges:                      
Foreign currency swaps - VIE $75
   $0
   $8
  $75
   $1
   $4
 
Total cash flow hedges 75
   0
   8
  75
   1
   4
 
Fair value hedges:                      
Foreign currency forwards 964
   0
   38
  2,086
   0
   34
 
Foreign currency options 11,573
   0
   5
  9,070
   3
   1
 
Interest rate swaptions 243
   0
   0
  500
   0
   1
 
Total fair value hedges 12,780
   0
   43
  11,656
   3
   36
 
Net investment hedge:                      
Foreign currency forwards 4,952
   72
   2
  0
   0
   0
 
Foreign currency options 2,000
   0
   0
  0
   0
   0
 
Total net investment hedge 6,952
   72
   2
  0
   0
   0
 
Non-qualifying strategies:                      
Foreign currency swaps 2,800
   72
   78
  2,800
   103
   129
 
Foreign currency swaps - VIE 2,587
   169
   118
  2,587
   181
   101
 
Foreign currency forwards 19,821
   166
   337
  16,057
   126
   117
 
Foreign currency options 9,553
   0
   0
  430
   0
   0
 
Interest rate swaps 7,120
   3
   0
  4,750
   3
   0
 
Interest rate swaptions 7
   0
   0
  0
   0
   0
 
Total non-qualifying strategies 41,888
   410
   533
  26,624
   413
   347
 
Total derivatives $61,695
   $482
   $586
  $38,355
   $417
   $387
 

114



 2016
(In millions)Net Derivatives Asset
Derivatives
 Liability
Derivatives
Hedge Designation/ Derivative TypeNotional
Amount
 Fair Value Fair Value Fair Value
Cash flow hedges:               
Foreign currency swaps $75
   $(10)   $0
   $(10) 
Total cash flow hedges 75
   (10)   0
   (10) 
Fair value hedges:               
Foreign currency forwards 10,965
   (759)   0
   (759) 
Foreign currency options 4,224
   (30)   2
   (32) 
Total fair value hedges 15,189
   (789)   2
   (791) 
Net investment hedge:               
Foreign currency forwards 209
   3
   5
   (2) 
Foreign currency options 843
   24
   41
   (17) 
Total net investment hedge 1,052
   27
   46
   (19) 
Non-qualifying strategies:               
Foreign currency swaps 6,266
   270
   490
   (220) 
Foreign currency forwards 21,218
   (289)   667
   (956) 
Foreign currency options 41
   (2)   0
   (2) 
Credit default swaps 86
   2
   2
   0
 
Total non-qualifying strategies 27,611
   (19)   1,159
   (1,178) 
Total derivatives $43,927
   $(791)   $1,207
   $(1,998) 
Balance Sheet Location               
Other assets $18,329
   $1,207
   $1,207
   $0
 
Other liabilities 25,598
   (1,998)   0
   (1,998) 
Total derivatives $43,927
   $(791)   $1,207
   $(1,998) 

115



 2015
(In millions)Net Derivatives Asset
Derivatives
 Liability
Derivatives
Hedge Designation/ Derivative TypeNotional
Amount
 Fair Value Fair Value Fair Value
Cash flow hedges:               
Foreign currency swaps $75
   $(15)   $0
   $(15) 
Total cash flow hedges 75
   (15)   0
   (15) 
Fair value hedges:               
Foreign currency forwards 13,080
   45
   88
   (43) 
Foreign currency options 1,250
   0
   0
   0
 
Total fair value hedges 14,330
   45
   88
   (43) 
Net investment hedge:               
Foreign currency forwards 763
   13
   19
   (6) 
    Foreign currency options 266
   (3)   5
   (8) 
Total net investment hedge 1,029
   10
   24
   (14) 
Non-qualifying strategies:               
Foreign currency swaps 6,599
   264
   563
   (299) 
Foreign currency forwards 11
   0
   0
   0
 
Credit default swaps 83
   1
   1
   0
 
Total non-qualifying strategies 6,693
   265
   564
   (299) 
Total derivatives $22,127
   $305
   $676
   $(371) 
Balance Sheet Location               
Other assets $11,413
   $676
   $676
   $0
 
Other liabilities 10,714
   (371)   0
   (371) 
Total derivatives $22,127
   $305
   $676
   $(371) 

The derivative notional amount increased from 2015 to 2016 primarily due to an increase in non-qualifying strategies. The increase in non-qualifying strategies related to entering into longer duration foreign currency forwards designated as fair value hedges that resulted in the dedesignation of existing foreign currency forwards. We also entered into offsetting foreign currency forwards for the remaining term of the foreign currency forwards that were dedesignated, both of which are included in the notional amounts presented for non-qualifying strategies.

Cash Flow Hedges
Certain of our
For certain variable-rate U.S. dollar-denominated available-for-sale securities held by Aflac Japan via consolidated VIEs, have foreign currency swaps that qualify for hedge accounting treatment. For those that have qualified, we haveare used to swap the USD variable rate interest and principal payments to fixed rate JPY interest and principal payments. The Company has designated the derivativeforeign currency swaps as a hedge of the variability in cash flows of a forecasted transaction or of amounts to be received or paid related to a recognized asset (“cash flow” hedge). We expect to continue this hedging activityThe remaining maximum length of time for a weighted-average period of approximately ninewhich these cash flows are hedged is 7 years. The remaining derivatives in ourthe Company's consolidated VIEs that haveare not qualified for hedgedesignated as accounting hedges are includeddiscussed in the "non-qualifying strategies."strategies" section of this note.

119


Item 8. Financial Statements and Supplementary Data


Fair Value Hedges
We designateThe Company designates and accountaccounts for certain foreign currency forwards, options, and optionsinterest rate swaptions as fair value hedges when they meet the requirements for hedge accounting. These foreignThe Company recognizes gains and losses on these derivatives as well as the offsetting gain or loss on the related hedged items in current earnings.

Foreign currency forwards and options hedge the foreign currency exposure of certain U.S. dollar-denominated investments. We recognize gains and losses on these derivatives and the related hedged itemsavailable-for-sale fixed-maturity investments held in current earnings within derivative and other gains (losses).Aflac Japan. The change in the fair value of the foreign currency forwards related to the changes in the difference between the spot rate and the forward price is excluded from the assessment of hedge effectiveness. The change in fair value of the foreign currency option related to the time value of the option is recognized in current earnings and is excluded from the assessment of hedge effectiveness.


We designate and account for interest rate swaptions as fair value hedges when they meet the requirements for hedge accounting. These interestInterest rate swaptions hedge the interest rate exposure of certain U.S. dollar-denominated fixed maturityavailable-for-sale securities withinheld in Aflac Japan. For these hedging relationships, the investment portfolioCompany excludes time value from the assessment of our Aflac Japan segment. We recognize gainshedge effectiveness and losses on

116



these derivatives andrecognizes changes in the related hedged itemsintrinsic value of the swaptions in current earnings within derivative and other gains (losses).net investment income. The change in the fair value of the interest rate swaptions related to the time value of the optionswaptions is excluded from the assessment of hedge effectiveness.recognized in other comprehensive income (loss) and amortized into earnings (net investment income) over its legal term.


The following table presents the gains and losses on derivatives and the related hedged items in fair value hedges for the years ended December 31.


120


Item 8. Financial Statements and Supplementary Data


Fair Value Hedging Relationships
(In millions)  Hedging Derivatives Hedged Items  
Hedging DerivativesHedged Items Total
Gains
(Losses)
 
Gains (Losses)
Excluded from Effectiveness Testing
(1)
 
Gains (Losses)
Included in Effectiveness Testing
(2)
 
 Gains (Losses)(2)
 Net Realized Gains (Losses) Recognized for Fair Value Hedge
2019:          
Foreign currency
forwards
Fixed maturity securities $(50) $(64) $14
 $(12) $2
Foreign currency
options
Fixed maturity securities (7) (7) 0
 0
 0
Interest rate
swaptions
Fixed maturity securities (9) (9) 0
 0
 0
Total gains (losses) $(66) $(80) $14
 $(12) $2
2018:       
Foreign currency forwardsFixed maturity securities $126
 $(104) $230
 $(242) $(12)
Foreign currency optionsFixed maturity securities 4
 4
 0
 0
 0
Interest rate
swaptions
Fixed maturity securities (1) (1) 0
 0
 0
Total gains (losses) $129
 $(101) $230
 $(242) $(12)
2017:       
Foreign currency forwardsFixed maturity and equity securities $98
 $(202) $300
 $(278) $22
Foreign currency optionsFixed maturity securities 21
 10
 11
 (10) 1
    Total gains (losses) $119
 $(192) $311
 $(288) $23

(1) Gains (losses) excluded from effectiveness testing includes the forward point on foreign currency forwards and time value change on foreign currency options which are reported in the consolidated statement of earnings as realized investment gains (losses). It also includes the change in the fair value of the interest rate swaptions related to the time value of the swaptions which is recognized as a component of other comprehensive income (loss).
(2) Gains and losses on foreign currency forwards and options and related hedged items are reported in the consolidated statement of earnings as realized investment gains (losses). For interest rate swaptions and related hedged items, gains and losses included in the hedge assessment, premium amortization and time value amortization while the hedge items are still outstanding are reported within net investment income. The time value gains and losses for interest rate swaptions when the related hedged items are redeemed are reported in realized investment gains and losses consistent with the impact of the hedged item. For the years ended December 31, 2019 and 2018, gains and losses included in the hedge assessment on interest rate swaptions and related hedged items were immaterial.

The following table shows the carrying amounts of assets designated and qualifying as hedged items in fair value hedges of interest rate risk and the related cumulative hedge adjustment included in the carrying amount as of December 31.
(In millions)  Hedging Derivatives Hedged Items  
Hedging DerivativesHedged Items Total
Gains (Losses)
 Gains (Losses)
Excluded from Effectiveness Testing
 Gains (Losses)
Included in Effectiveness Testing
  Gains (Losses) Ineffectiveness
Recognized for Fair Value Hedge
2016:          
Foreign currency
forwards
Fixed-maturity securities and equity securities $207
 $(338) $545
 $(566) $(21)
Foreign currency
options
Fixed-maturity securities (95) (18) (77) 70
 (7)
2015:       
Foreign currency forwardsFixed-maturity securities $(133) $(136) $3
 $(5) $(2)
Foreign currency optionsFixed-maturity securities (4) 3
 (7) 7
 0
Interest rate
swaptions
Fixed-maturity securities (95) 19
 (114) 99
 (15)
2014:       
Foreign currency forwardsFixed-maturity securities $(1,835) $(38) $(1,797) $1,819
 $22
Foreign currency optionsFixed-maturity securities (41) (4) (37) 38
 1
Interest rate
swaptions
Fixed-maturity securities (318) (36) (282) 316
 34
(In millions)
Carrying Amount of the Hedged Assets/(Liabilities)(1)
 Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets/(Liabilities) 
  2019 2018 2019 2018 
Fixed maturity securities $4,633
 $6,593
 $256
 $294
 

(1) The balance includes hedging adjustment on discontinued hedging relationships of $256 in 2019 and $294 in 2018.
The total notional amount of the Company's interest rate swaptions was $243 in 2019 and $500 in 2018. The hedging adjustment related to these derivatives was immaterial.

Net Investment Hedge


Our primary exposure to be hedged is our netThe Company's investment in Aflac Japan which is affected by changes in the yen/dollar exchange rate. To mitigate this exposure, we have designated the Parent Company's yen-denominated liabilities (see Note 9) have been designated as non-derivative hedgeshedges.

121


Item 8. Financial Statements and designatedSupplementary Data


Beginning in July 2019, certain foreign currency forwards and options were designated as derivative hedges of the foreign currency exposure of ourthe Company's net investment in Aflac Japan. Prior to April 1, 2018, foreign currency forwards and options were also designated as derivative hedges of the foreign currency exposure of the Company's net investment in Aflac Japan.


We used foreign exchange forwards and options to hedge foreign exchange risk on 114.0 billion yen of profit repatriation received from Aflac Japan in 2016. As of December 31, 2016, we had entered into foreign exchange forwards and options as part of a hedge on 122.6 billion yen of future profit repatriation.

OurThe Company's net investment hedge was effective forduring the years ended December 31, 2016, 20152019, 2018 and 2014.2017.
Non-qualifying Strategies
For ourthe Company's derivative instruments in consolidated VIEs that do not qualify for hedge accounting treatment, all changes in their fair value are reported in current period earnings within derivative and otherrealized investment gains (losses). The amount of gain or loss recognized in earnings for ourthe Company's VIEs is attributable to the derivatives in those investment structures. While the change in value of the swaps is recorded through current period earnings, the change in value of the available-for-sale fixed-maturity or perpetualfixed maturity securities associated with these swaps is recorded through other comprehensive income.

117



We haveAs of December 31, 2019, the Parent Company had cross-currency interest rate swap agreements related to our $400 million senior notes due February 2017, $550 million senior notes due March 2020,its $350 million senior notes due February 2022, $700 million senior notes due June 2023, $750 million senior notes due November 2024 and $450 million senior notes due March 2025, and $500 million subordinated debentures due September 2052.2025. Changes in the values of these swaps are recorded through current period earnings. For additional information regarding these swaps, see Note 9.
In the fourth quarter of 2016, we began usingThe Company uses foreign exchange forwards and options to economically mitigate the currency risk of oursome of its U.S. dollar-denominated middle market loan portfolioreceivables held within the Aflac Japan segment. As of December 31, 2016, the outstanding derivative notional amounts associated with these U.S. dollar-denominated middle market loans was approximately $109 million. In the third quarter of 2016, we began using foreign exchange forwards to mitigate the currency risk of our U.S. dollar-denominated commercial loan portfolio held within the Aflac Japan segment. As of December 31, 2016, the outstanding derivative notional amounts associated with these U.S. dollar-denominated commercial mortgage loans was approximately $710 million. We haveThese arrangements are not elected to apply hedgedesignated as accounting for these middle market loans and commercial mortgage loans. The change in fair value of the foreign exchange forwards andhedges, as the foreign currency remeasurement of the middle market loans and commercial mortgage loans are each recorded throughloan receivables impacts current period earnings, and generally offset each other.offsets gains and losses from foreign exchange forwards within realized investment gains (losses). The Company also has certain foreign exchange forwards on U.S. dollar-denominated AFS securities where hedge accounting is not being applied.
Prior to July 2019, in order to economically mitigate currency risk of future yen dividends from Aflac Japan while lowering consolidated hedge costs associated with Aflac Japan's U.S. dollar investment hedging, the Parent Company entered into offsetting hedge positions using foreign exchange forwards. This activity is reported in the Corporate and other segment. As of July 1, 2019, the Parent Company designates these foreign exchange forward contracts as accounting hedges of its net investment in Aflac Japan.

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




122


Item 8. Financial Statements and Supplementary Data


Impact of Derivatives and Hedging Instruments


The following table summarizes the impact to realized investment gains (losses) and other comprehensive income (loss) from all derivatives and hedging instruments for the years ended December 31.
2016201520142019 2018 2017
(In millions)Realized Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(1)
Realized Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(1)
Realized
Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(1)
Net Investment Income (1)
Realized Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(2)
 
Net Investment Income (1)
Realized Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(2)
 
Net Investment Income (1)
Realized
Investment
Gains (Losses)
Other
Comprehensive
Income (Loss)
(2)
Qualifying hedges:                                
Cash flow hedges:                                
Foreign currency swaps $1
 $3
 $0
 $0
 $(2) $(17) 
Foreign currency swaps - VIE $(2) $(1) $(4) $0
 $0
 $3
  $0
 $0
 $1
 
Total cash flow hedges 1
 3
 0
 0
 (2) (17)  (2) (1)
(3) 
 (4)   0
 0
(3) 
 3
   0
 0
(3) 
 1
 
Fair value hedges:                                
Foreign currency forwards (2)(3)
 (359) 0
 (138) 0
 (16) 0
    (62)     (116)     (180)   
Foreign currency options (2)
 (25) 0
 3
 0
 (3) 0
 
Foreign currency options (3)
   (7)     4
     11
   
Interest rate swaptions (2)(3)
 0
 0
 4
 0
 (2) 0
  (1) 0
 (8)   0
 0
 (1)   0
 0
 0
 
Total fair value hedges (384) 0
 (131) 0
 (21) 0
  (1) (69) (8)   0
 (112) (1)   0
 (169) 0
 
Net investment hedge:                                
Non-derivative hedging
instruments
 0
 0
 0
 3
 0
 39
    0
 (24)   0
 (32)   0
 (15) 
Foreign currency forwards 0
 (118) 0
 4
 0
 89
    10
 83
   0
 0
   0
 (25) 
Foreign currency options 0
 73
 0
 0
 0
 (3)    (4) 0
     0
 (8)     0
 5
 
Total net investment hedge 0
 (45) 0
 7
 0
 125
    6
 59
     0
 (40)     0
 (35) 
Non-qualifying strategies:                                
Foreign currency swaps 117
 0
 16
 0
 151
 0
    90
     (40)     9
   
Foreign currency swaps - VIE   (68)     60
     44
   
Foreign currency forwards 9
 0
 100
 0
 (11) 0
    (148)     (135)     8
   
Credit default swaps 2
 0
 1
 0
 3
 0
    0
     0
     (1)   
Interest rate swaps 0
 0
 5
 0
 (1) 0
    17
     3
     0
   
Interest rate swaptions 0
 0
 0
 0
 1
 0
 
Futures 0
 0
 (1) 0
 (89) 0
 
Total non- qualifying strategies 128
 0
 121
 0
 54
 0
 
Total non-qualifying strategies   (110)       (112)       60
   
Total $(255) $(42) $(10) $7
 $31
 $108
  $(3) $(174) $47
   $0
 $(224) $(38)   $0
 $(109) $(34) 
(1) Cash flow hedge items and the change in the fair value of interest rate swaptions related to the time value of the swaptions in fair value hedges are recorded as unrealized gains (losses) on derivatives and net investment hedge items are recorded in the unrealized foreign currency translation gains (losses) line in the consolidated statement of comprehensive income (loss).
(2) Impact of cash flow hedges reported as realized investment gains (losses) includes an immaterial amount of gains or losses reclassified from accumulated other comprehensive income (loss) into earnings. It also includes an immaterial amount excluded from effectiveness testing during the years ended December 31, 2019, 2018 and 2017, respectively.
(3)Impact shown net of effect of hedged items (see Fair Value Hedges section of this Note 4 for further detail)


We reclassified a de minimus amount from accumulated other comprehensive income (loss) into earnings related to our designated cash flow hedges for the years ended December 31, 2016, 2015
123


Item 8. Financial Statements and 2014, respectively. There was no gain or loss reclassified from accumulated other comprehensive income (loss) into earnings related to the net investment hedge for the years ended December 31, 2016, 2015 and 2014. Supplementary Data


As of December 31, 2016,2019, deferred gains and losses on

118



derivative instruments recorded in accumulated other comprehensive income that are expected to be reclassified to earnings during the next twelve months were immaterial.


Credit Risk Assumed through Derivatives


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

The Company is a direct counterparty to the foreign currency swaps that we haveit has entered into in connection with certain of ourits senior notes and subordinated debentures, and Samurai notes;debentures; foreign currency forwards; and foreign currency options; and interest rate swaptions,options, and therefore we arethe Company is exposed to credit risk in the event of nonperformance by the counterparties in those contracts. The risk of counterparty default for our VIE swaps,the Company's foreign currency swaps, certain foreign currency forwards, and foreign currency options and interest rate swaptions is mitigated by collateral posting requirements that counterparties to those transactions must meet.

As of December 31, 2016, there were 16 counterparties to our derivative agreements, with five comprising 63%2019, all of the aggregate notional amount. Company's derivative agreement counterparties were investment grade.

The counterparties to these derivatives are financial institutions with the following credit ratings as of December 31:
 20162015
(In millions)Notional Amount
of Derivatives
Asset Derivatives
Fair Value
Liability Derivatives
Fair Value
Notional Amount
of Derivatives
Asset Derivatives
Fair Value
Liability Derivatives
Fair Value
Counterparties' credit rating:                  
AA $6,844
  $247
  $(308)  $2,187
  $166
  $(35) 
A 36,019
  900
  (1,621)  19,940
  510
  (336) 
BBB 1,064
  60
  (69)  0
  0
  0
 
Total $43,927
  $1,207
  $(1,998)  $22,127
  $676
  $(371) 

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


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

Collateral posted by usthe Company to third parties for derivative transactions can generally be repledged or resold by the counterparties. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position by counterparty was approximately $1.2 billion$301 million and $26$139 million as of December 31, 20162019 and 2015,2018, respectively. We areIf the credit-risk-related contingent features underlying these agreements had been triggered on December 31, 2019, the Company estimates that it would be required to post a maximum of $46 million of additional collateral to these derivative counterparties. The Company is generally allowed to sell or repledge collateral obtained from ourits derivative counterparties, although we doit does not typically exercise such rights. (See the Offsetting tables below for collateral posted or received as of the reported balance sheet dates.)


Offsetting of Financial Instruments and Derivatives


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


We haveThe Company has securities lending agreements with unaffiliated financial institutions that post collateral to usthe Company in return for the use of ourits fixed maturity and public equity securities (see Note 3). When we havethe Company has entered into securities lending agreements with the same counterparty, the agreements generally provide for net settlement in the event of default by the counterparty. This right of set-off allows usthe Company to keep and apply collateral received if the counterparty failed to return the securities borrowed from usthe Company as contractually agreed. For additional information on the Company's accounting policy for securities lending, see
Note 1.


119




The tables below summarize ourthe Company's derivatives and securities lending transactions as of December 31, and as reflected in the tables, in accordance with U.S. GAAP, ourthe Company's policy is to not offset these financial instruments in the Consolidated Balance Sheets.



124


Item 8. Financial Statements and Supplementary Data


Offsetting of Financial Assets and Derivative Assets
2016
20192019
  Gross Amounts Not Offset
in Balance Sheet
    Gross Amounts Not Offset
in Balance Sheet
  
(In millions)Gross Amount of Recognized Assets 
Gross Amount
Offset in
Balance Sheet
 
Net Amount of Assets Presented
 in Balance Sheet
 Financial Instruments 
Securities
Collateral
 Cash Collateral Received Net AmountGross Amount of Recognized Assets 
Gross Amount
Offset in
Balance Sheet
 
Net Amount of Assets Presented
 in Balance Sheet
 Financial Instruments 
Securities
Collateral
 Cash Collateral Received Net Amount
Derivative
assets:
                              
Derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
 $1,080
 $0
 $1,080
 $(698) $0
 $(382) $0
                
OTC - bilateral $310
 $0
 $310
 $(190) $(7) $(113) $0
 
OTC - cleared 3
 0
 3
 0
 0
 0
 3
 
Total derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
 313
 0
 313
 (190) (7) (113) 3
 
Derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
 127
 
 127
 
 

 
 127
                
OTC - bilateral 169
   169
       169
 
Total derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
 169
   169
       169
 
Total derivative
assets
 1,207
 0
 1,207
 (698) 0
 (382) 127
  482
 0
 482
 (190) (7) (113) 172
 
Securities lending
and similar
arrangements
 513
 0
 513
 0
 0
 (513) 0
  1,860
 0
 1,860
 0
 0
 (1,860) 0
 
Total $1,720
 $0
 $1,720
 $(698) $0
 $(895) $127
  $2,342
 $0
 $2,342
 $(190) $(7) $(1,973) $172
 



125


Item 8. Financial Statements and Supplementary Data


2015
20182018
  Gross Amounts Not Offset
in Balance Sheet
    Gross Amounts Not Offset
in Balance Sheet
  
(In millions)Gross Amount of Recognized Assets Gross Amount Offset in Balance Sheet Net Amount of Assets Presented in Balance Sheet 
Financial
Instruments
Securities CollateralCash Collateral Received Net AmountGross Amount of Recognized Assets Gross Amount Offset in Balance Sheet Net Amount of Assets Presented in Balance Sheet 
Financial
Instruments
Securities CollateralCash Collateral Received Net Amount
Derivative
assets:
                              
Derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
 $574
 $0
 $574
 $(51) $(190) $(326) $7
                
OTC - bilateral $231
 $0
 $231
 $(152) $(23) $(55) $1
 
OTC - cleared 3
 0
 3
 0
 0
 (3) 0
 
Total derivative
assets subject to a
master netting
agreement or
offsetting
arrangement
 234
 0
 234
 (152) (23) (58) 1
 
Derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
 102
   102
 

 

 

 102
                
OTC - bilateral 183
   183
       183
 
Total derivative
assets not subject
to a master netting
agreement or
offsetting
arrangement
 183
   183
       183
 
Total derivative
assets
 676
 0
 676
 (51) (190) (326) 109
  417
 0
 417
 (152) (23) (58) 184
 
Securities lending
and similar
arrangements
 921
 0
 921
 0
 0
 (921) 0
  1,029
 0
 1,029
 0
 0
 (1,029) 0
 
Total $1,597
 $0
 $1,597
 $(51) $(190) $(1,247) $109
  $1,446
 $0
 $1,446
 $(152) $(23) $(1,087) $184
 






120126




Item 8. Financial Statements and Supplementary Data




Offsetting of Financial Liabilities and Derivative Liabilities
2016
20192019
  
Gross Amounts Not Offset
in Balance Sheet
    
Gross Amounts Not Offset
in Balance Sheet
  
(In millions)Gross Amount of Recognized Liabilities Gross Amount Offset in Balance Sheet Net Amount of Liabilities Presented in Balance Sheet Financial Instruments Securities Collateral Cash Collateral Pledged Net AmountGross Amount of Recognized Liabilities Gross Amount Offset in Balance Sheet Net Amount of Liabilities Presented in Balance Sheet Financial Instruments Securities Collateral Cash Collateral Pledged Net Amount
Derivative
liabilities:
                              
Derivative
liabilities subject
to a master netting
agreement or
offsetting
arrangement
 $(1,852) $0
 $(1,852) $698
 $1,130
 $21
 $(3)                
OTC - bilateral $459
 $0
 $459
 $(190) $(222) $(32) $15
 
OTC - cleared 1
 0
 1
 0
 0
 (1) 0
 
Total derivative
liabilities subject
to a master netting
agreement or
offsetting
arrangement
 460
 0
 460
 (190) (222) (33) 15
 
Derivative
liabilities not
subject to a
master netting
agreement or
offsetting
arrangement
 (146)   (146)       (146)                
OTC - bilateral 126
   126
       126
 
Total derivative
liabilities not
subject to a
master netting
agreement or
offsetting
arrangement
 126
   126
       126
 
Total derivative
liabilities
 (1,998) 0
 (1,998) 698
 1,130
 21
 (149)  586
 0
 586
 (190) (222) (33) 141
 
Securities lending
and similar
arrangements
 (526) 0
 (526) 513
 0
 0
 (13)  1,876
 0
 1,876
 (1,860) 0
 0
 16
 
Total $(2,524) $0
 $(2,524) $1,211
 $1,130
 $21
 $(162)  $2,462
 $0
 $2,462
 $(2,050) $(222) $(33) $157
 



127


Item 8. Financial Statements and Supplementary Data

2015
   Gross Amounts Not Offset
in Balance Sheet
  
(In millions)Gross Amount of Recognized Liabilities Gross Amount Offset in Balance Sheet Net Amount of Liabilities Presented in Balance Sheet Financial Instruments Securities Collateral Cash Collateral Pledged Net Amount
Derivative
  liabilities:
                         
    Derivative
      liabilities subject
      to a master netting
      agreement or
      offsetting
      arrangement
 $(78)   $0
   $(78)   $51
  $18
  $3
   $(6) 
    Derivative
      liabilities not
      subject to a
      master netting
      agreement or
      offsetting
      arrangement
 (293)       (293)             $(293) 
    Total derivative
      liabilities
 (371)   0
   (371)   51
  18
  3
   (299) 
Securities lending
   and similar
   arrangements
 (941)   0
   (941)   921
  0
  0
   (20) 
    Total $(1,312)   $0
   $(1,312)   $972
  $18
�� $3
   $(319) 


2018
   Gross Amounts Not Offset
in Balance Sheet
  
(In millions)Gross Amount of Recognized Liabilities Gross Amount Offset in Balance Sheet Net Amount of Liabilities Presented in Balance Sheet Financial Instruments Securities Collateral Cash Collateral Pledged Net Amount
Derivative
  liabilities:
                         
    Derivative
      liabilities subject
      to a master netting
      agreement or
      offsetting
      arrangement
                         
          OTC - bilateral $285
   $0
   $285
   $(152)  $(37)  $(68)   $28
 
    Total derivative
liabilities subject
to a master netting
agreement or
offsetting
arrangement
 285
   0
   285
   (152)  (37)  (68)   28
 
    Derivative
      liabilities not
      subject to a
      master netting
      agreement or
      offsetting
      arrangement
                         
          OTC - bilateral 102
       102
             102
 
    Total derivative
liabilities not
subject to a
master netting
agreement or
offsetting
arrangement
 102
       102
             102
 
    Total derivative
      liabilities
 387
   0
   387
   (152)  (37)  (68)   130
 
Securities lending
   and similar
   arrangements
 1,052
   0
   1,052
   (1,029)  0
  0
   23
 
    Total $1,439
   $0
   $1,439
   $(1,181)  $(37)  $(68)   $153
 



For additional information on ourthe Company's financial instruments, see the accompanying Notes 1, 3 and 5.



121



5.FAIR VALUE MEASUREMENTS
Fair Value Hierarchy


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


The following tables present the fair value hierarchy levels of the Company's assets and liabilities that are measured and carried at fair value on a recurring basis as of December 31.
  2016
(In millions)Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:               
Securities available for sale, carried at
fair value:
               
  Fixed maturities:               
Government and agencies $25,387
   $827
   $0
   $26,214
 
Municipalities 0
   1,295
   0
   1,295
 
Mortgage- and asset-backed securities 0
   1,139
   198
   1,337
 
Public utilities 0
   7,667
   16
   7,683
 
Sovereign and supranational 0
   1,469
   0
   1,469
 
Banks/financial institutions 0
   6,038
   25
   6,063
 
Other corporate 0
   29,699
   0
   29,699
 
Total fixed maturities 25,387
   48,134
   239
   73,760
 
  Perpetual securities:               
Banks/financial institutions 0
   1,420
   0
   1,420
 
Other corporate 0
   213
   0
   213
 
Total perpetual securities 0
   1,633
   0
   1,633
 
Equity securities 1,300
   6
   3
   1,309
 
Other assets:               
Foreign currency swaps 0
   365
   125
   490
 
Foreign currency forwards 0
   672
   0
   672
 
Foreign currency options 0
   43
   0
   43
 
Credit default swaps 0
   0
   2
   2
 
Total other assets 0
   1,080
   127
   1,207
 
Other investments 276
   0
   0
   276
 
Cash and cash equivalents 4,859
   0
   0
   4,859
 
Total assets $31,822
   $50,853
   $369
   $83,044
 
Liabilities:               
Foreign currency swaps $0
   $84
   $146
   $230
 
Foreign currency forwards 0
   1,717
   0
   1,717
 
Foreign currency options 0
   51
   0
   51
 
Total liabilities $0
   $1,852
   $146
   $1,998
 



122128




Item 8. Financial Statements and Supplementary Data




  2019
(In millions)Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:               
Securities available for sale, carried at
fair value:
               
Fixed maturity securities:               
Government and agencies $34,878
   $1,522
   $0
   $36,400
 
Municipalities 0
   1,847
   0
   1,847
 
Mortgage- and asset-backed securities 0
   232
   178
   410
 
Public utilities 0
   6,556
   224
   6,780
 
Sovereign and supranational 0
   1,042
   0
   1,042
 
Banks/financial institutions 0
   10,264
   23
   10,287
 
Other corporate 0
   34,234
   262
   34,496
 
Total fixed maturity securities 34,878
   55,697
   687
   91,262
 
Equity securities 642
   80
   80
   802
 
Other investments 628
   0
   0
   628
 
Cash and cash equivalents 4,896
   0
   0
   4,896
 
Other assets:               
Foreign currency swaps 0
   72
   169
   241
 
Foreign currency forwards 0
   238
   0
   238
 
Interest rate swaps 0
   3
   0
   3
 
Total other assets 0
   313
   169
   482
 
Total assets $41,044
   $56,090
   $936
   $98,070
 
Liabilities:               
Other liabilities:               
Foreign currency swaps $0
   $78
   $126
   $204
 
Foreign currency forwards 0
   377
   0
   377
 
Foreign currency options 0
   5
   0
   5
 
Total liabilities $0
   $460
   $126
   $586
 

  2015
(In millions)Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:               
Securities available for sale, carried at
fair value:
               
  Fixed maturities:               
Government and agencies $18,669
   $607
   $0
   $19,276
 
Municipalities 0
   1,208
   0
   1,208
 
Mortgage- and asset-backed securities 0
   362
   220
   582
 
Public utilities 0
   7,479
   0
   7,479
 
Sovereign and supranational 0
   1,407
   0
   1,407
 
Banks/financial institutions 0
   5,993
   26
   6,019
 
Other corporate 0
   29,378
   0
   29,378
 
Total fixed maturities 18,669
   46,434
   246
   65,349
 
  Perpetual securities:               
Banks/financial institutions 0
   1,742
   0
   1,742
 
Other corporate 0
   205
   0
   205
 
Total perpetual securities 0
   1,947
   0
   1,947
 
Equity securities 489
   6
   3
   498
 
Other assets:               
Foreign currency swaps 0
   462
   101
   563
 
Foreign currency forwards 0
   107
   0
   107
 
Foreign currency options 0
   5
   0
   5
 
Credit default swaps 0
   0
   1
   1
 
Total other assets 0
   574
   102
   676
 
Other investments 176
   0
   0
   176
 
Cash and cash equivalents 4,350
   0
   0
   4,350
 
Total assets $23,684
   $48,961
   $351
   $72,996
 
Liabilities:               
Foreign currency swaps $0
   $21
   $293
   $314
 
Foreign currency forwards 0
   49
   0
   49
 
Foreign currency options 0
   8
   0
   8
 
Total liabilities $0
   $78
   $293
   $371
 





123129




Item 8. Financial Statements and Supplementary Data


  2018
(In millions)Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:               
Securities available for sale, carried at
fair value:
               
Fixed maturity securities:               
Government and agencies $32,993
   $1,349
   $0
   $34,342
 
Municipalities 0
   1,863
   0
   1,863
 
Mortgage- and asset-backed securities 0
   162
   177
   339
 
Public utilities 0
   7,062
   109
   7,171
 
Sovereign and supranational 0
   1,260
   0
   1,260
 
Banks/financial institutions 0
   8,895
   23
   8,918
 
Other corporate 0
   28,789
   213
   29,002
 
Total fixed maturity securities 32,993
   49,380
   522
   82,895
 
Equity securities 874
   67
   46
   987
 
Other investments 152
   0
   0
   152
 
Cash and cash equivalents 4,337
   0
   0
   4,337
 
Other assets:               
Foreign currency swaps 0
   103
   182
   285
 
Foreign currency forwards 0
   126
   0
   126
 
Foreign currency options 0
   3
   0
   3
 
Interest rate swaps 0
   3
   0
   3
 
Total other assets 0
   235
   182
   417
 
Total assets $38,356
   $49,682
   $750
   $88,788
 
Liabilities:               
Other liabilities:               
Foreign currency swaps $0
   $132
   $102
   $234
 
Foreign currency forwards 0
   151
   0
   151
 
Foreign currency options 0
   1
   0
   1
 
Interest rate swaptions 0
   1
   0
   1
 
Total liabilities $0
   $285
   $102
   $387
 




130


Item 8. Financial Statements and Supplementary Data


The following tables present the carrying amount and fair value categorized by fair value hierarchy level for the Company's financial instruments that are not carried at fair value as of December 31.
20162019
(In millions)Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Total
Fair
Value
 Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
Total
Fair
Value
 
Assets:                      
Securities held to maturity,
carried at amortized cost:
                      
Fixed maturities:           
Fixed maturity securities:           
Government and agencies $20,702
 $26,040
 $0
 $0
 $26,040
  $22,241
 $27,937
 $354
 $0
 $28,291
 
Municipalities 350
 0
 457
 0
 457
  821
 0
 1,083
 0
 1,083
 
Mortgage and asset-backed
securities
 30
 0
 10
 22
 32
  16
 0
 7
 10
 17
 
Public utilities 3,201
 0
 3,536
 0
 3,536
  2,535
 0
 2,954
 0
 2,954
 
Sovereign and
supranational
 2,602
 0
 2,877
 0
 2,877
  1,123
 0
 1,320
 0
 1,320
 
Banks/financial institutions 3,731
 0
 3,900
 0
 3,900
  916
 0
 1,018
 0
 1,018
 
Other corporate 2,734
 0
 3,179
 0
 3,179
  2,433
 0
 2,911
 0
 2,911
 
Other investments 1,174
 0
 0
 1,142
 1,142
 
Commercial mortgage and
other loans
 9,569
 0
 0
 9,648
 9,648
 
Other investments (1)
 30
 0
 30
 0
 30
 
Total assets $34,524
 $26,040
 $13,959
 $1,164
 $41,163
  $39,684
 $27,937
 $9,677
 $9,658
 $47,272
 
Liabilities:                      
Other policyholders’ funds $6,659
 $0
 $0
 $6,540
 $6,540
  $7,317
 $0
 $0
 $7,234
 $7,234
 
Notes payable
(excluding capital leases)
 5,339
 0
 0
 5,530
 5,530
 
Notes payable
(excluding leases)
 6,408
 0
 6,663
 272
 6,935
 
Total liabilities $11,998
 $0
 $0
 $12,070
 $12,070
  $13,725
 $0
 $6,663
 $7,506
 $14,169
 

(1)Excludes policy loans of $250 and equity method investments of $569, at carrying value



124131




Item 8. Financial Statements and Supplementary Data


    2018
(In millions)Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:                  
Securities held to maturity,
carried at amortized cost:
                  
  Fixed maturity securities:                  
Government and agencies $21,712
  $27,030
   $8
   $0
   $27,038
 
Municipalities 359
  0
   469
   0
   469
 
Mortgage and asset-backed
securities
 14
  0
   0
   15
   15
 
Public utilities 2,727
  0
   2,973
   0
   2,973
 
Sovereign and
supranational
 1,551
  0
   1,840
   0
   1,840
 
Banks/financial institutions 1,445
  0
   1,583
   0
   1,583
 
Other corporate 2,510
  0
   2,804
   0
   2,804
 
Commercial mortgage and
other loans
 6,919
  0
   0
   6,893
   6,893
 
Other investments (1)
 26
  0
   26
   0
   26
 
  Total assets $37,263
  $27,030
   $9,703
   $6,908
   $43,641
 
Liabilities:                  
Other policyholders’ funds $7,146
  $0
   $0
   $7,067
   $7,067
 
Notes payable
(excluding leases)
 5,765
  0
   5,606
   270
   5,876
 
Total liabilities $12,911
  $0
   $5,606
   $7,337
   $12,943
 

    2015
(In millions)Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 Significant
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Total
Fair
Value
Assets:                  
Securities held to maturity,
carried at amortized cost:
                  
  Fixed maturities:                  
Government and agencies $20,004
  $23,391
   $0
   $0
   $23,391
 
Municipalities 341
  0
   415
   0
   415
 
Mortgage and asset-backed
securities
 36
  0
   12
   26
   38
 
Public utilities 3,092
  0
   3,203
   0
   3,203
 
Sovereign and
supranational
 2,555
  0
   2,711
   0
   2,711
 
Banks/financial institutions 4,431
  0
   4,546
   0
   4,546
 
Other corporate 3,000
  0
   3,216
   0
   3,216
 
Other investments 118
  0
   0
   118
   118
 
  Total assets $33,577
  $23,391
   $14,103
   $144
   $37,638
 
Liabilities:                  
Other policyholders’ funds $6,285
  $0
   $0
   $6,160
   $6,160
 
Notes payable
(excluding capital leases)
 4,951
  0
   0
   5,256
   5,256
 
Total liabilities $11,236
  $0
   $0
   $11,416
   $11,416
 
(1)Excludes policy loans of $232 and equity method investments of $377, at carrying value
Amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.


Fair Value of Financial Instruments

U.S. GAAP requires disclosure of the fair value of certain financial instruments including those that are not carried at fair value. The carrying amounts for cash and cash equivalents, other investments (excluding loan receivables), receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximated their fair values due to the nature of these instruments. Liabilities for future policy benefits and unpaid policy claims are not financial instruments as defined by U.S. GAAP.


Fixed maturities, perpetual securities,maturity and equity securities


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


A third party pricing vendor has developed valuation models to determine fair values of privately issued securities to reflect the impact of the persistent economic environment and the changing regulatory framework. These models are discounted cash flow (DCF) valuation models, but also use information from related markets, specifically the CDS market to estimate expected cash flows. These models take into consideration any unique characteristics of the securities and make various adjustments to arrive at an appropriate issuer-specific loss adjusted credit curve.This credit curve is then used with the relevant recovery rates to estimate expected cash flows and modeling of additional features, including illiquidity adjustments, if necessary, to price the security by discounting those loss adjusted cash flows. In cases where a credit curve cannot be developed from the specific security features, the valuation methodology takes into consideration other market observable inputs, including:
1) the most appropriate comparable security(ies) of the issuer; issuer
2) issuer-specific CDS spreads; spreads
3) bonds or CDS spreads of comparable issuers with similar characteristics such as rating, geography, or sector; or sector
4) bond indices that are comparative in rating, industry, maturity and region.


125




The pricing data and market quotes we obtainthe Company obtains from outside sources, including third party pricing services, are reviewed internally for reasonableness. If a fair value appears unreasonable, wethe Company will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, wethe Company may compare the inputs to

132


Item 8. Financial Statements and Supplementary Data


relevant market indices and other performance measurements. The output of this analysis is presented to the Company's Valuation and Classifications Subcommittee, or VCS. Based on themanagement's analysis, provided to the VCS, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. We haveThe Company has performed verification of the inputs and calculations in any valuation models to confirm that the valuations represent reasonable estimates of fair value.


The fixed maturitiesmaturity securities classified as Level 3 consist of securities for which there arewith limited or no observable valuation inputs. For Level 3 securities, that are investment grade, we estimatethe Company estimates the fair value of these securities by obtaining non-binding broker quotes from a limited number of brokers. These brokers base their quotes on a combination of their knowledge of the current pricing environment and market conditions. We considerThe Company considers these inputs to be unobservable. For Level 3 investments that are below-investment-grade securities, we considerThe Company also considers a variety of significant valuation inputs in the valuation process, including forward exchange rates, yen swap rates, dollar swap rates, interest rate volatilities, credit spread data on specific issuers, assumed default and default recovery rates, and certain probability assumptions. In obtaining these valuation inputs, we havethe Company has determined that certain pricing assumptions and data used by ourits pricing sources are difficult to validate or corroborate by the market and/or appear to be internally developed rather than observed in or corroborated by the market. The use of these unobservable valuation inputs causes more subjectivity in the valuation process for these securities.


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


The following tables present the pricing sources for the fair values of ourthe Company's fixed maturities, perpetual securities,maturity and equity securities as of December 31.


126133




Item 8. Financial Statements and Supplementary Data


  2019
(In millions) Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities available for sale, carried at fair value:                
      Fixed maturity securities:                
         Government and agencies:                
            Third party pricing vendor  $34,878
   $1,522
   $0
   $36,400
 
               Total government and agencies  34,878
   1,522
   0
   36,400
 
         Municipalities:                
            Third party pricing vendor  0
   1,847
   0
   1,847
 
               Total municipalities  0
   1,847
   0
   1,847
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   232
   0
   232
 
            Broker/other  0
   0
   178
   178
 
               Total mortgage- and asset-backed securities  0
   232
   178
   410
 
         Public utilities:                
            Third party pricing vendor  0
   6,556
   0
   6,556
 
            Broker/other  0
   0
   224
   224
 
               Total public utilities  0
   6,556
   224
   6,780
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,042
   0
   1,042
 
               Total sovereign and supranational  0
   1,042
   0
   1,042
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   10,264
   0
   10,264
 
            Broker/other  0
   0
   23
   23
 
               Total banks/financial institutions  0
   10,264
   23
   10,287
 
         Other corporate:                
            Third party pricing vendor  0
   34,234
   0
   34,234
 
            Broker/other  0
   0
   262
   262
 
               Total other corporate  0
   34,234
   262
   34,496
 
                  Total securities available for sale  $34,878
   $55,697
   $687
   $91,262
 
Equity securities, carried at fair value:                
            Third party pricing vendor  $642
   $80
   $0
   $722
 
            Broker/other  0
   0
   80
   80
 
               Total equity securities  $642
   $80
   $80
   $802
 

  2016
(In millions) Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities available for sale, carried at fair value:                
      Fixed maturities:                
         Government and agencies:                
            Third party pricing vendor  $25,387
   $827
   $0
   $26,214
 
               Total government and agencies  25,387
   827
   0
   26,214
 
         Municipalities:                
            Third party pricing vendor  0
   1,295
   0
   1,295
 
               Total municipalities  0
   1,295
   0
   1,295
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   1,139
   0
   1,139
 
            Broker/other  0
   0
   198
   198
 
               Total mortgage- and asset-backed securities  0
   1,139
   198
   1,337
 
         Public utilities:                
            Third party pricing vendor  0
   7,667
   0
   7,667
 
            Broker/other  0
   0
   16
   16
 
               Total public utilities  0
   7,667
   16
   7,683
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,469
   0
   1,469
 
               Total sovereign and supranational  0
   1,469
   0
   1,469
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   6,038
   0
   6,038
 
            Broker/other  0
   0
   25
   25
 
               Total banks/financial institutions  0
   6,038
   25
   6,063
 
         Other corporate:                
            Third party pricing vendor  0
   29,699
   0
   29,699
 
               Total other corporate  0
   29,699
   0
   29,699
 
                  Total fixed maturities  25,387
   48,134
   239
   73,760
 
      Perpetual securities:                
         Banks/financial institutions:                
            Third party pricing vendor  0
   1,420
   0
   1,420
 
               Total banks/financial institutions  0
   1,420
   0
   1,420
 
         Other corporate:                
            Third party pricing vendor  0
   213
   0
   213
 
               Total other corporate  0
   213
   0
   213
 
                  Total perpetual securities  0
   1,633
   0
   1,633
 
      Equity securities:                
            Third party pricing vendor  1,300
   6
   0
   1,306
 
            Broker/other  0
   0
   3
   3
 
               Total equity securities  1,300
   6
   3
   1,309
 
                     Total securities available for sale  $26,687
   $49,773
   $242
   $76,702
 





127134




Item 8. Financial Statements and Supplementary Data


  2019
(In millions) Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities held to maturity, carried at amortized cost:                
      Fixed maturity securities:                
         Government and agencies:                
            Third party pricing vendor  $27,937
   $354
   $0
   $28,291
 
               Total government and agencies  27,937
   354
   0
   28,291
 
         Municipalities:                
            Third party pricing vendor  0
   1,083
   0
   1,083
 
               Total municipalities  0
   1,083
   0
   1,083
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   7
   0
   7
 
            Broker/other  0
   0
   10
   10
 
               Total mortgage- and asset-backed securities  0
   7
   10
   17
 
         Public utilities:                
            Third party pricing vendor  0
   2,954
   0
   2,954
 
               Total public utilities  0
   2,954
   0
   2,954
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,320
   0
   1,320
 
               Total sovereign and supranational  0
   1,320
   0
   1,320
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   1,018
   0
   1,018
 
               Total banks/financial institutions  0
   1,018
   0
   1,018
 
         Other corporate:                
            Third party pricing vendor  0
   2,911
   0
   2,911
 
               Total other corporate  0
   2,911
   0
   2,911
 
                  Total securities held to maturity  $27,937
   $9,647
   $10
   $37,594
 

  2016
(In millions) Quoted Prices in Active Markets for Identical Assets
(Level 1)
 Significant Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities held to maturity, carried at amortized cost:                
      Fixed maturities:                
         Government and agencies:                
            Third party pricing vendor  $26,040
   $0
   $0
   $26,040
 
               Total government and agencies  26,040
   0
   0
   26,040
 
         Municipalities:                
            Third party pricing vendor  0
   457
   0
   457
 
               Total municipalities  0
   457
   0
   457
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   10
   0
   10
 
            Broker/other  0
   0
   22
   22
 
               Total mortgage- and asset-backed securities  0
   10
   22
   32
 
         Public utilities:                
            Third party pricing vendor  0
   3,536
   0
   3,536
 
               Total public utilities  0
   3,536
   0
   3,536
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   2,877
   0
   2,877
 
               Total sovereign and supranational  0
   2,877
   0
   2,877
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   3,900
   0
   3,900
 
               Total banks/financial institutions  0
   3,900
   0
   3,900
 
         Other corporate:                
            Third party pricing vendor  0
   3,179
   0
   3,179
 
               Total other corporate  0
   3,179
   0
   3,179
 
                  Total securities held to maturity  $26,040
   $13,959
   $22
   $40,021
 


128135




Item 8. Financial Statements and Supplementary Data


  2018
(In millions) Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 Significant Observable
Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities available for sale, carried at fair value:                
      Fixed maturity securities:                
         Government and agencies:                
            Third party pricing vendor  $32,993
   $1,349
   $0
   $34,342
 
               Total government and agencies  32,993
   1,349
   0
   34,342
 
         Municipalities:                
            Third party pricing vendor  0
   1,863
   0
   1,863
 
               Total municipalities  0
   1,863
   0
   1,863
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   162
   0
   162
 
            Broker/other  0
   0
   177
   177
 
               Total mortgage- and asset-backed securities  0
   162
   177
   339
 
         Public utilities:                
            Third party pricing vendor  0
   7,062
   0
   7,062
 
            Broker/other  0
   0
   109
   109
 
               Total public utilities  0
   7,062
   109
   7,171
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,260
   0
   1,260
 
               Total sovereign and supranational  0
   1,260
   0
   1,260
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   8,895
   0
   8,895
 
            Broker/other  0
   0
   23
   23
 
               Total banks/financial institutions  0
   8,895
   23
   8,918
 
         Other corporate:                
            Third party pricing vendor  0
   28,789
   0
   28,789
 
            Broker/other  0
   0
   213
   213
 
               Total other corporate  0
   28,789
   213
   29,002
 
                  Total securities available for sale  $32,993
   $49,380
   $522
   $82,895
 
Equity securities, carried at fair value:                
            Third party pricing vendor  $874
   $67
   $0
   $941
 
            Broker/other  0
   0
   46
   46
 
               Total equity securities  $874
   $67
   $46
   $987
 

  2015
(In millions) Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 Significant Observable
Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities available for sale, carried at fair value:                
      Fixed maturities:                
         Government and agencies:                
            Third party pricing vendor  $18,669
   $607
   $0
   $19,276
 
               Total government and agencies  18,669
   607
   0
   19,276
 
         Municipalities:                
            Third party pricing vendor  0
   1,208
   0
   1,208
 
               Total municipalities  0
   1,208
   0
   1,208
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   362
   0
   362
 
            Broker/other  0
   0
   220
   220
 
               Total mortgage- and asset-backed securities  0
   362
   220
   582
 
         Public utilities:                
            Third party pricing vendor  0
   7,479
   0
   7,479
 
               Total public utilities  0
   7,479
   0
   7,479
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,407
   0
   1,407
 
               Total sovereign and supranational  0
   1,407
   0
   1,407
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   5,993
   0
   5,993
 
            Broker/other  0
   0
   26
   26
 
               Total banks/financial institutions  0
   5,993
   26
   6,019
 
         Other corporate:                
            Third party pricing vendor  0
   29,378
   0
   29,378
 
               Total other corporate  0
   29,378
   0
   29,378
 
                  Total fixed maturities  18,669
   46,434
   246
   65,349
 
      Perpetual securities:                
         Banks/financial institutions:                
            Third party pricing vendor  0
   1,742
   0
   1,742
 
               Total banks/financial institutions  0
   1,742
   0
   1,742
 
         Other corporate:                
            Third party pricing vendor  0
   205
   0
   205
 
               Total other corporate  0
   205
   0
   205
 
                  Total perpetual securities  0
   1,947
   0
   1,947
 
      Equity securities:                
            Third party pricing vendor  489
   6
   0
   495
 
            Broker/other  0
   0
   3
   3
 
               Total equity securities  489
   6
   3
   498
 
                     Total securities available for sale  $19,158
   $48,387
   $249
   $67,794
 




129136




Item 8. Financial Statements and Supplementary Data


  2018
(In millions) Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 Significant Observable
Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities held to maturity, carried at amortized cost:                
      Fixed maturity securities:                
         Government and agencies:                
            Third party pricing vendor  $27,030
   $8
   $0
   $27,038
 
               Total government and agencies  27,030
   8
   0
   27,038
 
         Municipalities:                
            Third party pricing vendor  0
   469
   0
   469
 
               Total municipalities  0
   469
   0
   469
 
         Mortgage- and asset-backed securities:                
            Broker/other  0
   0
   15
   15
 
               Total mortgage- and asset-backed securities  0
   0
   15
   15
 
         Public utilities:                
            Third party pricing vendor  0
   2,973
   0
   2,973
 
               Total public utilities  0
   2,973
   0
   2,973
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   1,840
   0
   1,840
 
               Total sovereign and supranational  0
   1,840
   0
   1,840
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   1,583
   0
   1,583
 
               Total banks/financial institutions  0
   1,583
   0
   1,583
 
         Other corporate:                
            Third party pricing vendor  0
   2,804
   0
   2,804
 
               Total other corporate  0
   2,804
   0
   2,804
 
                  Total securities held to maturity  $27,030
   $9,677
   $15
   $36,722
 

  2015
(In millions) Quoted Prices in Active Markets
for Identical Assets
(Level 1)
 Significant Observable
Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Fair
Value
Securities held to maturity, carried at amortized cost:                
      Fixed maturities:                
         Government and agencies:                
            Third party pricing vendor  $23,391
   $0
   $0
   $23,391
 
               Total government and agencies  23,391
   0
   0
   23,391
 
         Municipalities:                
            Third party pricing vendor  0
   415
   0
   415
 
               Total municipalities  0
   415
   0
   415
 
         Mortgage- and asset-backed securities:                
            Third party pricing vendor  0
   12
   0
   12
 
            Broker/other  0
   0
   26
   26
 
               Total mortgage- and asset-backed securities  0
   12
   26
   38
 
         Public utilities:                
            Third party pricing vendor  0
   3,203
   0
   3,203
 
               Total public utilities  0
   3,203
   0
   3,203
 
         Sovereign and supranational:                
            Third party pricing vendor  0
   2,711
   0
   2,711
 
               Total sovereign and supranational  0
   2,711
   0
   2,711
 
         Banks/financial institutions:                
            Third party pricing vendor  0
   4,546
   0
   4,546
 
               Total banks/financial institutions  0
   4,546
   0
   4,546
 
         Other corporate:                
            Third party pricing vendor  0
   3,189
   0
   3,189
 
            Broker/other  0
   27
   0
   27
 
               Total other corporate  0
   3,216
   0
   3,216
 
                  Total securities held to maturity  $23,391
   $14,103
   $26
   $37,520
 


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


Derivatives


We useThe Company uses derivative instruments to manage the risk associated with certain assets. However, the derivative instrument may not be classified in the same fair value hierarchy level as the associated asset. The Company uses pricing models to determine the estimated fair value of derivatives. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility. The significant inputs to pricing derivatives are generally observable in the market or can be derived by observable market data. When these inputs are observable, the derivatives are classified as Level 2.


The fair values of the foreign currency forwards options, and interest rate swaptions associated with certain investments; the foreign currency forwards and options used to hedge foreign exchange risk from our net investment in Aflac Japan and economically hedge certain portions of forecasted cash flows denominated in yen; and the foreign currency swaps associated with certain senior notes and our subordinated debentures are based on the amounts we would expect to receive or pay. The determination of the fair value of these derivatives is based on observable market inputs, therefore they are classified as Level 2.


To determine the fair value of its interest rate derivatives, the Company uses inputs that are generally observable in the market or can be derived from observable market data. Interest rate swaps are cleared trades. In a cleared swap contract the clearinghouse provides benefits to the counterparties similar to contracts listed for investment traded on an exchange since it maintains a daily margin to mitigate counterparties credit risk. These derivatives are priced using observable inputs, accordingly, they are classified as Level 2. For its interest rate swaptions, the Company estimates their fair values using observable market data, including interest rate curves and volatilities. Their fair values are also classified as Level 2.
For derivatives associated with VIEs where we arethe Company is the primary beneficiary, we arethe Company is not the direct counterparty to the swap contracts. As a result, the fair value measurements incorporate the credit risk of the collateral associated with the VIE. We receiveThe Company receives valuations from a third party pricing vendor for these derivatives. Based on

137


Item 8. Financial Statements and Supplementary Data


an analysis of these derivatives and a review of the methodology employed by the pricing vendor, wethe Company determined that due to the long duration of these swaps and the need to extrapolate from short-term observable data to derive and measure long-term inputs, certain inputs, assumptions and judgments are required to value future cash flows that cannot be corroborated by current

130



inputs or current observable market data. As a result, the derivatives associated with ourthe Company's consolidated VIEs are classified as Level 3 of the fair value hierarchy.


Loan ReceivablesCommercial mortgage and other loans


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

Other investments

Other investments includes short-term investments that are included in other investments on the consolidated balance sheets.measured at fair value where amortized cost approximates fair value.


Other policyholders' funds


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


Notes payable


The fair values of ourthe Company's publicly issued notes payable are determined by utilizing available sources of observable inputs from third party pricing vendors and are classified as Level 3 were obtained from a limited number of independent brokers. These brokers base their quotes on a combination of their knowledge of the current pricing environment and market conditions. We consider these inputs to be unobservable.2. The fair values of ourthe Company's yen-denominated loans approximate their carrying values.values and are classified as Level 3.



Transfers between Hierarchy Levels and Level 3 Rollforward


There were no transfers between Level 1 and 2 for assets and liabilities that are measured and carried at fair value on a recurring basis for the years ended December 31, 20162019 and 2015,2018, respectively.


The following tables present the changes in fair value of our available-for-salethe Company's investments and derivatives carried at fair value classified as Level 3 as of December 31.

138


Item 8. Financial Statements and Supplementary Data

2016
 Fixed Maturities Equity
Securities
 
Derivatives(1)
  
(In millions)Mortgage-
and
Asset-
Backed
Securities
 Public
Utilities
 Banks/
Financial
Institutions
    Foreign
Currency
Swaps
 Credit
Default
Swaps
 Total
Balance, beginning of period$220
 $0
 $26
  $3
 $(192) $1
 $58
Realized investment gains (losses) included
in earnings
0
 0
 0
  0
 194
 1
 195
Unrealized gains (losses) included in other
comprehensive income (loss)
38
 0
 (1)  0
 (22) 0
 15
Purchases, issuances, sales and settlements:         
 
 
Purchases0
 16
 0
  0
 0
 0
 16
Issuances0
 0
 0
  0
 0
 0
 0
Sales0
 0
 0
  0
 0
 0
 0
Settlements(60) 0
 0
  0
 (1) 0
 (61)
Transfers into Level 30
 0
 0
  0
 0
 0
 0
Transfers out of Level 30
 0
 0
  0
 0
 0
 0
Balance, end of period$198
 $16
 $25
  $3
 $(21) $2
 $223
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at
the end of the period included in realized
investment gains (losses)
$0
 $0
 $0
  $0
 $194
 $1
 $195

2019 
 Fixed Maturity Securities Equity
Securities
 
Derivatives(1)
   
(In millions)Mortgage-
and
Asset-
Backed
Securities
 Public
Utilities
 Banks/
Financial
Institutions
 Other
Corporate
   Foreign
Currency
Swaps
 Credit
Default
Swaps
 Total 
Balance, beginning of period$177
 $109
 $23
 $213
 $46
 $80
 $0
 $648
 
Realized investment gains (losses) included
in earnings
0
 0
 0
 (1) 0
 (33) 0
 (34) 
Unrealized gains (losses) included in other
comprehensive income (loss)
1
 6
 1
 8
 0
 (4) 0
 12
 
Purchases, issuances, sales and settlements:                
Purchases0
 48
 0
 165
 34
 0
 0
 247
 
Issuances0
 0
 0
 0
 0
 0
 0
 0
 
Sales0
 (24) 0
 (17) 0
 0
 0
 (41) 
Settlements0
 (6) 0
 0
 0
 0
 0
 (6) 
Transfers into Level 30
 116
(2) 
0
 26
(2) 
0
 0
 0
 142
 
Transfers out of Level 30
 (25)
(2) 
(1) (132)
(2), (3) 
0
 0
 0
 (158) 
Balance, end of period$178
 $224
 $23
 $262
 $80
 $43
 $0
 $810
 
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at
the end of the period included in earnings
$0
 $0
 $0
 $0
 $0
 $(33) $0
 $(33) 

(1) Derivative assets and liabilities are presented net

(2) Transfer due to sector classification change

(3) Transfer due to availability of observable market inputs
131
2018 
  Fixed Maturity Securities Equity
Securities
 
Derivatives(1)
    
(In millions)Mortgage-
and
Asset-
Backed
Securities
 Public
Utilities
 Banks/
Financial
Institutions
 Other
Corporate
   Foreign
Currency
Swaps
 Credit
Default
Swaps
 Total 
Balance, beginning of period$175
 $68
 $25
 $146
 $16
 $22
 $1
 $453
 
Realized investment gains (losses) included in
earnings
0
 0
 0
 0
 (1) 54
 (1) 52
 
Unrealized gains (losses) included in other
comprehensive income (loss)
2
 1
 (2) 1
 0
 4
 0
 6
 
Purchases, issuances, sales and settlements:

   

   

 

 

 

 
Purchases0
 40
 0
 56
 31
 0
 0
 127
 
Issuances0
 0
 0
 0
 0
 0
 0
 0
 
Sales0
 0
 0
 0
 0
 0
 0
 0
 
Settlements0
 0
 0
 (6) 0
 0
 0
 (6) 
Transfers into Level 30
 0
 0
 16
 0
 0
 0
 16
 
Transfers out of Level 30
 0
 0
 0
 0
 0
 0
 0
 
Balance, end of period$177
 $109
 $23
 $213
 $46
 $80
 $0
 $648
 
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at
the end of the period included in earnings
$0
 $0
 $0
 $0
 $(1) $54
 $(1) $52
 




2015
  Fixed Maturities Perpetual
Securities
 Equity
Securities
 
Derivatives(1)
   
(In millions)Mortgage-
and
Asset-
Backed
Securities
 Banks/
Financial
Institutions
 Banks/
Financial
Institutions
   Foreign
Currency
Swaps
 Credit
Default
Swaps
 Total
Balance, beginning of period$223
 $26
 $149
 $3
 $(212) $0
 $189
Realized investment gains (losses) included in
earnings
0
 0
 0
 0
 (15) 1
 (14)
Unrealized gains (losses) included in other
comprehensive income (loss)
(1) 0
 (2) 0
 (1) 0
 (4)
Purchases, issuances, sales and settlements:

 

 

 

 

 

 

Purchases0
 0
 0
 0
 0
 0
 0
Issuances0
 0
 0
 0
 0
 0
 0
Sales0
 0
 (147) 0
 0
 0
 (147)
Settlements(2) 0
 0
 0
 36
 0
 34
Transfers into Level 30
 0
 0
 0
 0
 0
 0
Transfers out of Level 30
 0
 0
 0
 0
 0
 0
Balance, end of period$220
 $26
 $0
 $3
 $(192) $1
 $58
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at
the end of the period included in realized
investment gains (losses)
$0
 $0
 $0
 $0
 $(15) $1
 $(14)
(1) Derivative assets and liabilities are presented net





132139




Item 8. Financial Statements and Supplementary Data


Fair Value Sensitivity


Level 3 Significant Unobservable Input Sensitivity


The following tables summarize the significant unobservable inputs used in the valuation of ourthe Company's Level 3 available-for-sale investments and derivatives carried at fair value as of December 31. Included in the tables are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.
2019
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Assets:           
  Securities available for sale, carried at fair value:           
    Fixed maturity securities:           
       Mortgage- and asset-backed securities  $178
  Consensus pricing Offered quotes N/A
(a) 
       Public utilities  224
  Discounted cash flow Credit spreads N/A
(a) 
       Banks/financial institutions  23
  Consensus pricing Offered quotes N/A
(a) 
       Other corporate  262
  Discounted cash flow Credit spreads N/A
(a) 
  Equity securities  80
  Net asset value Offered quotes N/A
(a) 
  Other assets:           
       Foreign currency swaps  106
  Discounted cash flow Interest rates (USD) 1.89% - 2.09%
(b) 
        Interest rates (JPY) .12% - .43%
(c) 
        CDS spreads 10 - 100 bps 
   63
  Discounted cash flow Interest rates (USD) 1.89% - 2.09%
(b) 
        Interest rates (JPY) .12% - .43%
(c) 
            Total assets  $936
        
Liabilities:           
  Other liabilities:           
       Foreign currency swaps  $118
  Discounted cash flow Interest rates (USD) 1.89% - 2.09%
(b) 
        Interest rates (JPY) .12% - .43%
(c) 
        CDS spreads 13 - 159 bps 
   8
  Discounted cash flow Interest rates (USD) 1.89% - 2.09%
(b) 
        Interest rates (JPY) .12% - .43%
(c) 
            Total liabilities  $126
        
2016
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Assets:           
  Securities available for sale, carried at fair value:           
    Fixed maturities:           
       Mortgage- and asset-backed securities  $198
  Consensus pricing Offered quotes N/A
(d) 
       Public utilities  16
  Discounted cash flow Historical volatility N/A
(d) 
       Banks/financial institutions  25
  Consensus pricing Offered quotes N/A
(d) 
    Equity securities  3
  Net asset value Offered quotes $1 - $701 ($8) 
  Other assets:           
       Foreign currency swaps  16
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        CDS spreads 17 - 172 bps 
        Foreign exchange rates 21.47%
(c) 
   29
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        CDS spreads 16 - 88 bps 
   80
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        Foreign exchange rates 21.47%
(c) 
       Credit default swaps  2
  Discounted cash flow Base correlation 52.18% - 56.07%
(e) 
        CDS spreads 54 bps 
        Recovery rate 36.69% 
            Total assets  $369
        

(a) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps
(b) Inputs derived from Japan long-term rates to accommodate long maturity nature of our swaps
(c) Based on 10 year volatility of JPY/USD exchange rate
(d) N/A represents securities where we receivethe Company receives unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.
(e) Range of base correlation for our bespoke tranche for attachment and detachment points corresponding to market indices


133



2016
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Liabilities:           
       Foreign currency swaps  $113
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        CDS spreads 17 - 172 bps 
        Foreign exchange rates 21.47%
(c) 
   23
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        CDS spreads 24 - 216 bps 
   10
  Discounted cash flow Interest rates (USD) 2.34% - 2.59%
(a) 
        Interest rates (JPY) .22% - .80%
(b) 
        Foreign exchange rates 21.47%
(c) 
            Total liabilities  $146
        
(a)(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of ourthe Company's swaps
(b)(c) Inputs derived from Japan long-term rates to accommodate long maturity nature of ourthe Company's swaps
(c) Based on 10 year volatility of JPY/USD exchange rate










134140




Item 8. Financial Statements and Supplementary Data


2018
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Assets:           
  Securities available for sale, carried at fair value:           
    Fixed maturity securities:           
       Mortgage- and asset-backed securities  $177
  Consensus pricing Offered quotes N/A
(a) 
       Public utilities  109
  Discounted cash flow Credit spreads N/A
(a) 
       Banks/financial institutions  23
  Consensus pricing Offered quotes N/A
(a) 
       Other corporate  213
  Discounted cash flow Credit spreads N/A
(a) 
  Equity securities  46
  Net asset value Offered quotes N/A
(a) 
  Other assets:           
       Foreign currency swaps  125
  Discounted cash flow Interest rates (USD) 2.75% - 2.84%
(b) 
        Interest rates (JPY) .18% - .71%
(c) 
        CDS spreads 19 - 120 bps 
   57
  Discounted cash flow Interest rates (USD) 2.75% - 2.84%
(b) 
        Interest rates (JPY) .18% - .71%
(c) 
            Total assets  $750
        
Liabilities:           
  Other liabilities:           
       Foreign currency swaps  $98
  Discounted cash flow Interest rates (USD) 2.75% - 2.84%
(b) 
        Interest rates (JPY) .18% - .71%
(c) 
        CDS spreads 28 - 211 bps 
   4
  Discounted cash flow Interest rates (USD) 2.75% - 2.84%
(b) 
        Interest rates (JPY) .18% - .71%
(c) 
            Total liabilities  $102
        
2015
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Assets:           
  Securities available for sale, carried at fair value:           
    Fixed maturities:           
       Mortgage- and asset-backed securities  $220
  Consensus pricing Offered quotes N/A
(d) 
       Banks/financial institutions  26
  Consensus pricing Offered quotes N/A
(d) 
    Equity securities  3
  Net asset value Offered quotes $1-$677 ($7) 
  Other assets:           
       Foreign currency swaps  7
  Discounted cash flow Interest rates (USD) 2.20% - 2.62%
(a) 
        Interest rates (JPY) .42% - 1.22%
(b) 
        CDS spreads 32 - 147 bps 
        Foreign exchange rates 20.05%
(c) 
   94
  Discounted cash flow Interest rates (USD) 2.20% - 2.62%
(a) 
        Interest rates (JPY) .42% - 1.22%
(b) 
        Foreign exchange rates 20.05%
(c) 
       Credit default swaps  1
  Discounted cash flow Base correlation     53.26% - 58.40%
(e) 
        CDS spreads 123 bps 
        Recovery rate 36.87% 
            Total assets  $351
        

(a) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps
(b) Inputs derived from Japan long-term rates to accommodate long maturity nature of our swaps
(c) Based on 10 year volatility of JPY/USD exchange rate
(d) N/A represents securities where we receivethe Company receives unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.
(e) Range of base correlation for our bespoke tranche for attachment and detachment points corresponding to market indices



135



2015
(In millions) Fair Value Valuation Technique(s) Unobservable Input Range
(Weighted Average)
 
Liabilities:           
       Foreign currency swaps  $158
  Discounted cash flow Interest rates (USD) 2.20% - 2.62%
(a) 
        Interest rates (JPY) .42% - 1.22%
(b) 
        CDS spreads 32 - 147 bps 
        Foreign exchange rates 20.05%
(c) 
   120
  Discounted cash flow Interest rates (USD) 2.20% - 2.62%
(a) 
        Interest rates (JPY) .42% - 1.22%
(b) 
        CDS spreads 35 - 213 bps 
   15
  Discounted cash flow Interest rates (USD) 2.20% - 2.62%
(a) 
        Interest rates (JPY) .42% - 1.22%
(b) 
        Foreign exchange rates 20.05%
(c) 
            Total liabilities  $293
        
(a)(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of ourthe Company's swaps
(b)(c) Inputs derived from Japan long-term rates to accommodate long maturity nature of ourthe Company's swaps
(c) Based on 10 year volatility of JPY/USD exchange rate




136141




Item 8. Financial Statements and Supplementary Data


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


Net Asset Value


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


Offered Quotes


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


Interest Rates and CDS Spreads Foreign Exchange Rates


The significant drivers of the valuation of the interest and foreign exchange swaps are interest rates foreign exchange rates and CDS spreads. OurSome of the Company's swaps have long maturities that increase the sensitivity of the swaps to interest rate fluctuations. Since most of our yen-denominatedFor the Company's foreign exchange or cross currency swaps that are in a net liabilityasset position, an increase in yen interest rates (all other factors held constant) will decrease the liabilities and increasepresent value of the yen final settlement receivable (receive leg), thus decreasing the value of the swap.swap as long as the derivative remains in a net asset position.
Foreign exchange swaps also have a lump-sum final settlement of foreign exchange principal receivablesamounts at the termination of the swap. AnAssuming all other factors are held constant, an increase in yen interest rates will decrease the receive leg and decrease the net value of the final settlement foreign exchange receivables and decrease the value of the swap, andswap. Likewise, holding all other factors constant, an increase in U.S. dollar interest rates will increase the swap value.
A similar sensitivity pattern is observed for the foreign exchange rates. When the spot U.S. dollar/Japanese yen (USD/JPY) foreign exchange rate decreases and the swap is receiving a final exchange payment in JPY, the swapswap's net value will increase due to the appreciation of the JPY. Most of our swaps are designed to receive payments in JPY at the termination and will thus be impacted by the USD/JPY foreign exchange rate in this way. In cases where there is no final foreign exchange receivable in JPY and we are paying JPY as interest payments and receiving USD, a decrease in the foreign exchange rate will lead to a decrease inpresent value of the swap value.

dollar final settlement payable (pay leg).
The extinguisher feature in most of ourthe Company's VIE swaps results in a cessation of cash flows and no further payments between the parties to the swap in the event of a default on the referenced or underlying collateral. To price this feature, we applythe Company applies the survival probability of the referenced entity to the projected cash flows. The survival probability uses the CDS spreads and recovery rates to adjust the present value of the cash flows. For extinguisher swaps with positive values, an increase in CDS spreads decreases the likelihood of receiving the final exchange payments and reduces the value of the swap.

Due to the long duration of these swaps and the need to extrapolate from short-term observable data to derive and measure long-term inputs, certain inputs, assumptions and judgments are required to value future cash flows that cannot be corroborated by current inputs or current observable market data.

Interest rates, CDS spreads, and foreign exchange rates are unobservable inputs in the determination of fair value of foreign currency swaps.

Base Correlations, CDS Spreads, Recovery Rates

Our remaining CDO is a tranche on a basket of single-name credit default swaps. The risk in this synthetic CDO comes from the single-name CDS risk and the correlations between the single names. The valuation of synthetic CDOs is dependent on the calibration of market prices for interest rates, single name CDS default probabilities and base correlation using financial modeling tools. Since there is limited or no observable data available for this tranche, the base correlations must be obtained from commonly traded market tranches such as the CDX and iTraxx indices. From the historical prices of these indices, base correlations can be obtained to develop a pricing curve of CDOs with different seniorities. Since the reference entities of the market indices do not match those in the portfolio underlying the synthetic CDO to be valued, several processing steps are taken to map the CDO in our portfolio to the indices. With the base

137



correlation determined and the appropriate spreads selected, a valuation is calculated. An increase in the CDS spreads in the underlying portfolio leads to a decrease in the value due to higher probability of defaults and losses. The impact on the valuation due to base correlation depends on a number of factors, including the riskiness between market tranches and the modeled tranche based on our portfolio and the equivalence between detachment points in these tranches. Generally speaking, an increase in base correlation will decrease the value of the senior tranches while increasing the value of junior tranches. This may result in a positive or negative value change.

The CDO tranche in our portfolio is a senior mezzanine tranche and, due to the low level of credit support for this type of tranche, exhibits equity-like behavior. As a result, an increase in recovery rates tends to cause its value to decrease.

Base correlations, CDS spreads, and recovery rates are unobservable inputs in the determination of fair value of credit default swaps.


For additional information on ourthe Company's investments and financial instruments, see the accompanying Notes 1, 3 and 4.


6. DEFERRED POLICY ACQUISITION COSTS AND INSURANCE EXPENSES
Consolidated policy acquisition costs deferred were $1.4 billion in 2016, compared with $1.3$1.5 billion in 20152019, 2018 and 2014.2017. The following table presents a rollforward of deferred policy acquisition costs by segment for the years ended December 31.
  2019 2018
(In millions)Japan U.S. Japan U.S.
Deferred policy acquisition costs:               
Balance, beginning of year $6,384
   $3,491
   $6,150
   $3,355
 
Capitalization 825
   626
   833
   669
 
Amortization (709)   (573)   (710)   (534) 
Foreign currency translation and other 84
   0
   111
   1
 
Balance, end of year $6,584
   $3,544
   $6,384
   $3,491
 

  2016 2015
(In millions)Japan U.S. Japan U.S.
Deferred policy acquisition costs:               
Balance, beginning of year $5,370
   $3,141
   $5,211
   $3,062
 
Capitalization 864
   583
   738
   578
 
Amortization (644)   (497)   (578)   (488) 
Foreign currency translation and other 175
   1
   (1)   (11) 
Balance, end of year $5,765
   $3,228
   $5,370
   $3,141
 
Commissions deferred as a percentage of total acquisition costs deferred were 74% in 2016 and 2015,2019, compared with 77%72% in 2014.both 2018 and 2017.


142


Item 8. Financial Statements and Supplementary Data



Personnel, compensation and benefit expenses as a percentage of insurance expenses were 53%57% in 2016,2019, compared with 52%54% in 20152018 and 2014.56% in 2017. Advertising expense, which is included in insurance expenses in the consolidated statements of earnings, was as follows for the years ended December 31:
(In millions)2019 2018 2017
Advertising expense:           
Aflac Japan $101
   $108
   $100
 
Aflac U.S. 118
   110
   110
 
          Total advertising expense $219
   $218
   $210
 

(In millions)2016 2015 2014
Advertising expense:           
Aflac Japan $100
   $82
   $103
 
Aflac U.S. 124
   129
   126
 
          Total advertising expense $224
   $211
   $229
 


Depreciation and other amortization expenses, which are included in insurance expenses in the consolidated statements of earnings, were as follows for the years ended December 31:
(In millions)2019 2018 2017
Depreciation expense $40
   $48
   $50
 
Other amortization expense 1
   1
   3
 
          Total depreciation and other amortization expense $41
   $49
   $53
 

(In millions)2016 2015 2014
Depreciation expense $48
   $44
   $47
 
Other amortization expense 6
   6
   8
 
          Total depreciation and other amortization expense $54
   $50
   $55
 


138



Lease and rental expense, which are included in insurance expenses in the consolidated statements of earnings, were as follows for the years ended December 31:
(In millions)2016 2015 2014
Lease and rental expense:           
Aflac Japan $53
   $46
   $52
 
Aflac U.S. 21
   18
   15
 
Other 1
   1
   1
 
          Total lease and rental expense $75
   $65
   $68
 


7. POLICY LIABILITIES
Policy liabilities consist of future policy benefits, unpaid policy claims, unearned premiums, and other policyholders' funds, which accounted for 81%85%, 4%, 8%4% and 7% of total policy liabilities at December 31, 2016,2019, respectively. WeThe Company regularly reviewreviews the adequacy of ourits policy liabilities in total and by component.
The liability for future policy benefits as of December 31 consisted of the following:

   Liability Amounts  Interest Rate Assumptions  
(In millions) 2019 2018    
Health insurance         
Japan $50,941
 $49,496
  0.6 - 6.75% 
U.S. 8,646
 8,442
  3.0 - 7.0  
Intercompany eliminations (532)
(1) 
(583)
(1) 
 2.0  
Life insurance         
Japan 30,520
 28,318
  1.0 - 4.5  
U.S. 760
 695
  2.5 - 6.0  
Total $90,335
 $86,368
     
139



     Liability Amounts  Interest Rates
(In millions)Policy
Issue Year
 2016 2015  Year of
Issue
 In 20
Years
Health insurance:            
Japan:1992 - 2016 $8,912
 $7,633
  1.0 - 2.5% 1.0 - 2.5%
 1974 - 2013 1,118
 1,078
  2.7 - 2.75  2.25 - 2.75 
 1998 - 2016 11,687
 11,008
  3.0  3.0 
 1997 - 1999 2,485
 2,435
  3.5  3.5 
 1994 - 1996 3,069
 2,998
  4.0 - 4.5  4.0 - 4.5 
 1987 - 1994 14,372
 14,161
  5.5  5.5 
 1985 - 1991 1,871
 1,868
  5.25 - 6.75  5.25 - 5.5 
 1978 - 1984 2,134
 2,163
  6.5  5.5 
             
U.S.:2013 - 2016 75
 57
  3.0 - 3.5  3.0 - 3.5 
 2012 - 2016 1,062
 794
  3.75  3.75 
 2011 319
 300
  4.75  4.75 
 2005 - 2010 3,004
 2,986
  5.5  5.5 
 1988 - 2004 669
 687
  8.0  6.0 
 1986 - 2004 1,265
 1,276
  6.0  6.0 
 1981 - 1986 166
 174
  6.5 - 7.0  5.5 - 6.5 
 1998 - 2004 1,295
 1,279
  7.0  7.0 
 Other 19
 21
       
             
Intercompany eliminations:2015 (630)
(1) 
(646)
(1) 
 2.0  2.0 
             
             
Life insurance:            
Japan:2001 - 2016 7,255
 5,441
  1.0 - 1.85  1.0 - 1.85 
 2011 - 2016 4,151
 3,226
  2.0  2.0 
 2009 - 2011 2,861
 2,332
  2.25  2.25 
 1992 - 2006 5
 5
  2.19  1.55 
 2005 - 2011 1,488
 1,330
  2.5  2.5 
 1985 - 2006 2,007
 1,962
  2.7  2.25 
 2007 - 2011 1,220
 1,105
  2.75  2.75 
 1999 - 2011 2,102
 1,988
  3.0  3.0 
 1996 - 2009 657
 635
  3.5  3.5 
 1994 - 1996 897
 877
  4.0 - 4.5  4.0 - 4.5 
             
U.S.:1956 - 2016 571
 514
  3.5 - 6.0  3.5 - 6.0 
Total  $76,106
 $69,687
       
(1)Elimination entry necessary due to recapture of a portion of policy liabilities ceded externally, as a result of the reinsurance retrocession transaction as described in Note 8 of the Notes to the Consolidated Financial Statements


The weighted-average interest rates reflected in the consolidated statements of earnings for future policy benefits for Japanese policies were 3.5%3.2% in 2016,2019, compared with 3.6%3.3% in 20152018 and 3.8%3.4% in 2014;2017; and for U.S. policies, 5.5%5.3% in 2016,2019, compared with 5.6%5.3% in 20152018 and 5.7%5.4% in 2014.2017.




140143




Item 8. Financial Statements and Supplementary Data


Changes in the liability for unpaid policy claims were as follows for the years ended December 31:
(In millions)2016 2015 20142019 2018 2017
Unpaid supplemental health claims, beginning of year $3,548
 $3,412
 $3,537
 
Unpaid supplemental health claims, beginning of period $3,952
 $3,884
 $3,707
 
Less reinsurance recoverables 26
 7
 9
  27
 30
 27
 
Net balance, beginning of year 3,522
 3,405
 3,528
 
Add claims incurred during the year related to:       
Net balance, beginning of period 3,925
 3,854
 3,680
 
Add claims incurred during the period related to:       
Current year 7,037
 6,416
 6,866
  7,216
 7,101
 6,979
 
Prior years (465) (353) (301)  (552) (563) (518) 
Total incurred 6,572
 6,063
 6,565
  6,664
 6,538
 6,461
 
Less claims paid during the year on claims incurred during:       
Less claims paid during the period on claims incurred during:       
Current year 4,613
 4,227
 4,532
  4,715
 4,612
 4,530
 
Prior years 1,865
 1,718
 1,873
  1,965
 1,898
 1,822
 
Total paid 6,478
 5,945
 6,405
  6,680
 6,510
 6,352
 
Effect of foreign exchange rate changes on unpaid claims 64
 (1) (283)  29
 43
 65
 
Net balance, end of year 3,680
 3,522
 3,405
 
Net balance, end of period 3,938
 3,925
 3,854
 
Add reinsurance recoverables 27
 26
 7
  30
 27
 30
 
Unpaid supplemental health claims, end of year 3,707
 3,548
 3,412
 
Unpaid life claims, end of year 338
 254
 218
 
Unpaid supplemental health claims, end of period 3,968
 3,952
 3,884
 
Unpaid life claims, end of period 691
 632
 508
 
Total liability for unpaid policy claims $4,045
 $3,802
 $3,630
  $4,659
 $4,584
 $4,392
 


Total incurred claims increased from 2015 to 2016 partially due to the impact of foreign exchange rates as well as normal increases in inforce and policyholder aging. The incurred claims development related to prior years reflects favorable claims experience compared to previous estimates, primarilyestimates. The favorable claims development of $552 million for 2019 comprises approximately $395 million from Japan, which represents approximately 72% of the total. Excluding the impact of foreign exchange of a gain of approximately $5 million from December 31, 2018 to December 31, 2019, the favorable claims development in our linesJapan would have been approximately $390 million, representing approximately 71% of businessthe total.

The Company has experienced continued favorable claim trends in 2019 for its core health products in Japan. The Company's experience in Japan related to the average length of stay in the hospital for cancer treatment has shown continued decline in the current period. In addition, cancer treatment patterns in Japan are continuing to be influenced by significant advances in early-detection techniques and by the increased use of pathological diagnosis rather than clinical exams. Additionally, follow-up radiation and chemotherapy treatments are occurring more often on an outpatient basis. Such changes in treatment not only increase the quality of life and initial outcomes for the patients, but also decrease the average length of each hospital stay, resulting in favorable claims development.


As of December 31, 20162019 and 2015,2018, unearned premiums consisted primarily of discounted advance premiums on deposit. Discounted advance premiums are premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan limited-pay insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period. These advanced premiums represented 76%64% of the December 31, 20162019 and 77%69% of the December 31, 20152018 unearned premiums balances.


As of December 31, 20162019 and 2015,2018, the largest component of the other policyholders' funds liability is ourwas the Company's annuity line of business in Aflac Japan. OurThe Company's annuities have fixed benefits and premiums. These annuities represented 98%97% of both the December 31, 2016 and 2015 other policyholders' funds liability.liability at December 31, 2019 and 2018.






141144




Item 8. Financial Statements and Supplementary Data


8. REINSURANCE


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


Effective March 31, 2015, we entered into a coinsurance transaction whereby we ceded 30.0% of the sickness hospital benefit of one of Aflac Japan’s closed in-force blocks of business. We have an agreement for a $90 million letter of credit as collateral for this reinsurance transaction (see Note 13 for additional information). Effective April 1, 2015, we entered into a retrocession coinsurance transaction whereby we assumed 27.0% of the sickness hospital benefit of one of Aflac Japan’s closed in-force blocks of business through our subsidiary CAIC.

Effective October 1, 2014 and September 30, 2013, we entered into coinsurance reinsurance transactions whereby we ceded 16.7% and 33.3%, respectively, of the hospital benefit of one of Aflac Japan’s closed medical in-force blocks of business. Effective December 31, 2014, we entered into a retrocession coinsurance reinsurance transaction whereby we assumed 8.35% of the reinsured hospital benefit of one of Aflac Japan’s closed medical in-force blocks of business through our subsidiary CAIC.

For our reinsurance transactions to date, we haveThe Company has recorded a deferred profit liability related to the reinsurance transactions. The remaining deferred profit liability of $870 million,$1.0 billion, as of December 31, 2016,2019, is included in future policy benefits in the consolidated balance sheet and is being amortized into income over the expected lives of the policies. WeThe Company has also have recorded a reinsurance recoverable for reinsurance transactions, which is included in other assets in the consolidated balance sheet and had a remaining balance of $860$970 million and $805$941 million as of December 31, 20162019 and 2015,2018, respectively. The increase in the reinsurance recoverable balance was driven by two aggregating factors: yen strengthening and the growth in reserves related to the business that has been reinsured as the policies age. The spot yen/dollar exchange rate strengthened by approximately 4%1.3% and ceded reserves increased approximately 3%1.4% from December 31, 20152018, to December 31, 2016.2019.


The following table reconciles direct premium income and direct benefits and claims to net amounts after the effect of reinsurance for the years ended December 31.
(In millions)201920182017
Direct premium income $19,122
  $19,018
  $18,875
 
Ceded to other companies:         
    Ceded Aflac Japan closed blocks (478)  (497)  (515) 
    Other (69)  (58)  (51) 
Assumed from other companies:         
    Retrocession activities 200
  208
  216
 
    Other 5
  6
  6
 
Net premium income $18,780
  $18,677
  $18,531
 
          
Direct benefits and claims $12,237
  $12,293
  $12,486
 
Ceded benefits and change in reserves for future benefits:         
    Ceded Aflac Japan closed blocks (433)  (450)  (473) 
    Eliminations 41
  43
  51
 
    Other (57)  (44)  (44) 
Assumed from other companies:         
    Retrocession activities 194
  209
  209
 
    Eliminations (41)  (53)  (51) 
    Other 1
  2
  3
 
Benefits and claims, net $11,942
  $12,000
  $12,181
 

(In millions)20162015
Direct premium income $19,592
  $17,904
 
Ceded to other companies:      
    Ceded Aflac Japan closed blocks (560)  (481) 
    Other (48)  (39) 
Assumed from other companies:      
    Retrocession activities 234
  178
 
    Other 7
  8
 
Net premium income $19,225
  $17,570
 
       
Direct benefits and claims $13,240
  $12,041
 
Ceded benefits and change in reserves for future benefits:      
    Ceded Aflac Japan closed blocks (509)  (437) 
    Eliminations 58
  46
 
    Other (38)  (30) 
Assumed from other companies:      
    Retrocession activities 222
  167
 
    Eliminations (58)  (46) 
    Other 4
  5
 
Benefits and claims, net $12,919
  $11,746
 


142




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


As a part of ourits capital contingency plan, wethe Company entered into a committed reinsurance facility agreement on December 1, 2015 in the amount of approximately 110¥110 billion yen.of reserves. This reinsurance facility agreement was renewed in 20162019 and is effective until December 31, 2017.2020. There are also additional commitment periods of a one-year duration each of which are automatically extended unless notification is received from the reinsurer within 60 days prior to the expiration. The reinsurer can withdraw from the committed facility if Aflac‘s Standard and Poor's (S&P) rating drops below BBB-. As of December 31, 2016, we have2019, the Company had not executed a reinsurance treaty under this committed reinsurance facility.

145


Item 8. Financial Statements and Supplementary Data


9. NOTES PAYABLE AND LEASE OBLIGATIONS
A summary of notes payable and lease obligations as of December 31 follows:
(In millions)2019 2018
4.00% senior notes due February 2022 (1)
 $348
   $348
 
3.625% senior notes due June 2023 698
   698
 
3.625% senior notes due November 2024 747
   746
 
3.25% senior notes due March 2025 448
   447
 
2.875% senior notes due October 2026 298
   297
 
6.90% senior notes due December 2039 220
   220
 
6.45% senior notes due August 2040 254
   254
 
4.00% senior notes due October 2046 394
   394
 
4.750% senior notes due January 2049 541
   540
 
Yen-denominated senior notes and subordinated debentures:       
.932% senior notes due January 2027 (principal amount ¥60.0 billion) 545
   538
 
.500% senior notes due December 2029 (principal amount ¥12.6 billion) 114
   0
 
1.159% senior notes due October 2030 (principal amount ¥29.3 billion) 266
   262
 
.843% senior notes due December 2031 (principal amount ¥9.3 billion) 84
   0
 
1.488% senior notes due October 2033 (principal amount ¥15.2 billion) 138
   136
 
.934% senior notes due December 2034 (principal amount ¥9.8 billion) 88
   0
 
1.750% senior notes due October 2038 (principal amount ¥8.9 billion) 81
   79
 
1.122% senior notes due December 2039 (principal amount ¥6.3 billion) 57
   0
 
2.108% subordinated debentures due October 2047 (principal amount ¥60.0 billion) 543
   536
 
.963% subordinated bonds due April 2049 (principal amount ¥30.0 billion) 272
   0
 
Yen-denominated loans:       
Variable interest rate loan due September 2026 (.42% in 2019 and .32% in 2018, principal amount ¥5.0 billion) 45
   45
 
Variable interest rate loan due September 2029 (.57% in 2019 and .47% in 2018, principal amount ¥25.0 billion) 227
   225
 
Finance lease obligations payable through 2026 12
   13
 
Operating lease obligations payable through 2049 (2)
 149
   0
 
Total notes payable and lease obligations $6,569
   $5,778
 

(In millions)2016 2015
2.65% senior notes due February 2017 $649
   $651
 
2.40% senior notes due March 2020 547
   546
 
4.00% senior notes due February 2022 348
   348
 
3.625% senior notes due June 2023 696
   696
 
3.625% senior notes due November 2024 745
   744
 
3.25% senior notes due March 2025 445
   445
 
2.875% senior notes due October 2026 298
   0
 
6.90% senior notes due December 2039 220
   393
 
6.45% senior notes due August 2040 254
   445
 
4.00% senior notes due October 2046 394
   0
 
5.50% subordinated debentures due September 2052 486
   486
 
Yen-denominated Uridashi notes:       
2.26% notes paid September 2016 (principal amount 8 billion yen) 0
   66
 
Yen-denominated Samurai notes:       
1.84% notes paid July 2016 (principal amount 15.8 billion yen) 0
   131
 
Yen-denominated loans:       
Variable interest rate loan due September 2021 (.31% in 2016, principal amount 5.0 billion yen) 43
   0
 
Variable interest rate loan due September 2023 (.46% in 2016, principal amount 25.0 billion yen) 214
   0
 
Capitalized lease obligations payable through 2023 21
   20
 
Total notes payable $5,360
   $4,971
 
(1) Redeemed in January 2020
Prior-year amounts have been adjusted(2) See Note 1 of the Notes to the Consolidated Financial Statements for the adoption of accounting guidance on January 1, 20162019 related to debt issuance costs.leases.
Amounts in the table above are reported net of debt issuance costs and issuance premiums or discounts, if applicable, that are being amortized over the life of the notes.


In December 2019, the Parent Company issued 4 series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable,

146


Item 8. Financial Statements and Supplementary Data


plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

In April 2019, ALIJ issued ¥30.0 billion (par value) of perpetual subordinated bonds. These bonds bear interest at a fixed rate of .963% per annum and then at six-month Euro Yen LIBOR plus an applicable spread on and after the day immediately following April 18, 2024. The bonds will be callable on each interest payment date on and after April 18, 2024. In November 2019, ALIJ amended the bonds to change their duration from perpetual to a stated maturity date of April 16, 2049 and to remove provisions that permitted ALIJ to defer payments of interest under certain circumstances.

In October 2018, the Parent Company issued $550 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 4.750% per annum, payable semi-annually, and will mature in January 2049. 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 25 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.

In October 2018, the Parent Company issued 3 series of senior notes totaling ¥53.4 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥29.3 billion, bears interest at a fixed rate of 1.159% per annum, payable semi-annually, and will mature in October 2030. The second series, which totaled ¥15.2 billion, bears interest at a fixed rate of 1.488% per annum, payable semi-annually, and will mature in October 2033. The third series, which totaled ¥8.9 billion, bears interest at a fixed rate of 1.750% per annum, payable semi-annually, and will mature in October 2038. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In October 2017, the Parent Company issued ¥60.0 billion of subordinated debentures through a U.S. public debt offering. The debentures bear interest at an initial rate of 2.108% per annum through October 22, 2027, or earlier redemption. Thereafter, the rate of the interest of the debentures will be reset every five years at a rate of interest equal to the then-current JPY 5-year Swap Offered Rate plus 205 basis points. The debentures are payable semi-annually in arrears and will mature in October 2047. The debentures are redeemable (i) at any time, in whole but not in part, upon the occurrence of certain tax events or certain rating agency events, as specified in the indenture governing the terms of the debentures or (ii) on or after October 23, 2027, in whole or in part, at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption.

In January 2017, the Parent Company issued ¥60.0 billion of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of .932% per annum, payable semi-annually, and will mature in January 2027. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.

In September 2016, the Parent Company issued two2 series of senior notes totaling $700 million through a U.S. public debt offering. The first series, which totaled $300 million, bears interest at a fixed rate of 2.875% per annum, payable semi-annually and has a 10-year maturity.will mature in October 2026. The second series, which totaled $400 million, bears interest at a fixed rate of 4.00% per annum, payable semi-annually, and has a 30-year maturity.will mature in October 2046.

In September 2016, the Parent Company entered into two series of senior unsecured term loan facilities totaling 30.0 billion yen. The first series, which totaled 5.0 billion yen, bears an interest rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and has a five-year maturity. The applicable margin ranges between .20% and .60%, depending on the Parent Company's debt ratings as of the date of determination. The second series, which totaled 25.0 billion yen, bears an interest rate per annum equal to TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and has a seven-year maturity. The applicable margin ranges between .35% and .75%, depending on the Parent Company's debt ratings as of the date of determination.


In March 2015, the Parent Company issued two series$450 million of senior notes totaling $1.0 billion through a U.S. public debt offering. The first series, which totaled $550 million, bears interest at a fixed rate of 2.40% per annum, payable semi-

143



annually, and has a five-year maturity. The second series, which totaled $450 million, bearsnotes bear interest at a fixed rate of 3.25% per annum, payable semi-annually, and has a 10-year maturity. We havewill mature in March 2025. The Parent Company entered into cross-currency swaps that convert the U.S. dollar-denominated principal and interest on the senior notes into yen-denominated obligations which results in lower nominal net interest rates on the debt. By entering into these cross-currency swaps, wethe Parent Company economically converted our $550 million liability into a 67.0 billion yen liability and reduced the interest rate on this debt from 2.40% in dollars to .24% in yen, and we economically converted ourits $450 million liability into a 55.0¥55.0 billion yen liability and reduced the interest rate on this debt from 3.25% in dollars to .82% in yen.


In November 2014, the Parent Company issued $750 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 3.625% per annum, payable semi-annually, and have a 10-year maturity. will mature in November 2024. These notes are redeemable at ourthe 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 treasury rate plus 20 basis points, plus in each case, accrued and unpaid interest on the principal

147


Item 8. Financial Statements and Supplementary Data


amount of the notes to be redeemed to, but excluding, such redemption date. The Parent Company entered into cross-currency interest rate swaps to reduce interest expense by converting the U.S. dollar-denominated principal and interest on the senior notes it issued into yen-denominated obligations. By entering into the swaps, the Parent Company economically converted its $750 million liability into an ¥85.3 billion liability and reduced the interest rate on this debt from 3.625% in dollars to 1.00% in yen.

In June 2013, the Parent Company issued $700 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 3.625% per annum, payable semi-annually, and will mature in June 2023. 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 treasury rate plus 20 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. We The Parent Company had entered into cross-currency interest rate swaps to reduce interest expense by converting the U.S. dollar-denominated principal and interest on the senior notes weit issued into yen-denominated obligations. By entering into these swaps, the swaps, weParent Company economically converted our $750its $700 million liability into an 85.3a ¥69.8 billion yen liability and reduced the interest rate on this debt from 3.625% in dollars to 1.00%1.50% in yen.


In June 2013,February 2012, the Parent Company issued $700$350 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 3.625%4.00% per annum, payable semi-annually,semiannually, and have a 10-year maturity.will mature in February 2022. These notes are redeemable at our 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 treasury rate plus 20 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. We entered into cross-currency interest rate swaps to reduce interest expense by converting the U.S. dollar-denominated principal and interest on the senior notes we issued into yen-denominated obligations. By entering into these swaps, we economically converted our $700 million liability into a 69.8 billion yen liability and reduced the interest rate on this debt from 3.625% in dollars to 1.50% in yen.

In September 2012, the Parent Company issued $450 million of subordinated debentures through a U.S. public debt offering. The debentures bear interest at a fixed rate of 5.50% per annum, payable quarterly, and have a 40-year maturity. In five years, on or after September 26, 2017, we may redeem the debentures, in whole or in part, at their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; provided that if the debentures are not redeemed in whole, at least $25 million aggregate principal amount of the debentures must remain outstanding after giving effect to such redemption. The debentures may only be redeemed prior to September 26, 2017, in whole but not in part, upon the occurrence of certain tax events or certain rating agency events, as specified in the indenture governing the terms of the debentures. We entered into cross-currency interest rate swaps to convert the U.S. dollar-denominated principal and interest on the subordinated debentures we issued into yen-denominated obligations. By entering into these swaps, we economically converted our $450 million liability into a 35.3 billion yen liability and reduced the interest rate on this debt from 5.50% in dollars to 4.41% in yen. The swaps will expire after the initial five-year non-callable period for the debentures. In October 2012, the underwriters exercised their option, pursuant to the underwriting agreement, to purchase an additional $50 million principal amount of the debentures discussed above. We entered into a cross-currency interest rate swap to economically convert this $50 million liability into a 3.9 billion yen liability and reduce the interest rate from 5.50% in dollars to 4.42% in yen. The swap will expire after the initial five-year non-callable period for the debentures.

In February 2012, the Parent Company issued two series of senior notes totaling $750 million through a U.S. public debt offering. The first series, which totaled $400 million, bears interest at a fixed rate of 2.65% per annum, payable semiannually, and has a five-year maturity. The second series, which totaled $350 million, bears interest at a fixed rate of 4.00% per annum, payable semiannually, and has a 10-year maturity. These notes are redeemable at ourCompany'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 principal amount of the notes or (ii) the present value of the remaining scheduled payments of principal and interest to be redeemed, discounted to the redemption date, plus accrued and unpaid interest. WeThe Parent Company entered into cross-currency interest rate swaps to reduce interest expense by converting the U.S. dollar-denominated principal and interest on the senior notes weit issued into yen-denominated obligations. By entering into these swaps, wethe Parent Company economically converted our $400its $350 million liability into a 30.9¥27.0 billion yen liability and reduced the interest rate on this debt from 2.65%4.00% in dollars to 1.22%2.07% in yen. We also economically converted our $350 million liability into a 27.0 billion yen liability and reduced the interest rate on this debt from 4.00% in

144



dollars to 2.07% in yen. In July 2012, the Parent Company issued $250 million of senior notes that are an addition to the original first series of senior notes issued in February 2012. These notes have a five-year maturity and a fixed rate of 2.65% per annum, payable semiannually.


In 2010 and 2009, wethe Parent Company issued senior notes through U.S. public debt offerings; the details of these notes are as follows. In August 2010, wethe Parent Company issued $450 million of senior notes that have a 30-year maturity.will mature in August 2040. In December 2009, wethe Parent Company issued $400 million of senior notes that have a 30-year maturity.will mature in December 2039. These senior notes pay interest semiannually and are redeemable at ourthe 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 principal amount of the notes or (ii) the present value of the remaining scheduled payments of principal and interest to be redeemed, discounted to the redemption date, plus accrued and unpaid interest.

In December 2016, the Parent Company completed a tender offer in which it extinguished $176 million principal of its 6.90% senior notes due December 2039 and $193 million principal of its 6.45% senior notes due August 2040. The pretax loss due to the early redemption of these notes was $137 million.

In September 2016, we extinguished 8.0 billion yen of 2.26% fixed rate Uridashi notes upon their maturity and in July 2016, we extinguished 15.8 billion yen of 1.84% fixed rate Samurai notes upon their maturity.


For ourthe Company's yen-denominated notes and loans, the principal amount as stated in dollar terms will fluctuate from period to period due to changes in the yen/dollar exchange rate. We haveThe Company has designated the majority of ourits yen-denominated notes payable as a nonderivative hedge of the foreign currency exposure of ourthe Company's investment in Aflac Japan.


The aggregate contractual maturities of notes payable during each of the years after December 31, 20162019, are as follows:
(In millions)Total
Notes
Payable
2020 $0
 
2021 0
 
2022 350
 
2023 700
 
2024 750
 
Thereafter 4,658
 
Total $6,458
 



148


Item 8. Financial Statements and Supplementary Data

(In millions)Long-term
Debt
 Capitalized
Lease
Obligations
 Total
Notes
Payable
2017 $650
   $6
   $656
 
2018 0
   6
   6
 
2019 0
   5
   5
 
2020 550
   2
   552
 
2021 43
   1
   44
 
Thereafter 4,145
   1
   4,146
 
Total $5,388
   $21
   $5,409
 

In October 2016,The following table presents the Parent Companycontractual maturities and Aflac renewed a 364-day uncommitted bilateral linepresent value of lease liabilities as of December 31.
 2019
(In millions)Operating Leases Finance Leases Total
2020$49
 $4
 $53
202137
 3
 40
202231
 2
 33
202310
 2
 12
202410
 1
 11
After 202422
 0
 22
Total lease payments$159
 $12
 $171
Less: Interest10
 0
 10
Present value of lease liabilities$149
 $12
 $161


The following table presents the weighted average remaining lease term and weighted average discount rate for lease liabilities as of December 31.
2019
Weighted average remaining lease term (years):
Operating leases6.8
Finance leases3.7
Weighted average discount rate:
Operating leases2.1%
Finance leases1.5%


Operating lease costs, included in insurance expenses in the consolidated statements of earnings, were $54 million, $73 million and $75 million for the years ended December 31, 2019, 2018 and 2017, respectively. Operating cash outflow for operating leases was $52 million for the year ended December 31, 2019.



149


Item 8. Financial Statements and Supplementary Data


A summary of the Company's lines of credit that provides for borrowings in the amount of $100 million. Borrowings will bear interest at the rate quoted by the bank and agreed upon at the time of making such loan and will have up to a three-month maturity period. There are no related facility fees, upfront expenses or financial covenant requirements. Borrowings under this credit agreement may be used for general corporate purposes. Borrowings under the financing agreement will mature no later than three months after the last drawdown date of October 14, 2017. Asas of December 31, 2016, we did not have any borrowings outstanding under our $1002019 follows:
BorrowerTypeOriginal TermExpiration DateCapacityAmount OutstandingInterest Rate on Borrowed AmountMaturity PeriodCommitment FeeBusiness Purpose
Aflac Incorporated
and Aflac
uncommitted bilateral364 daysDecember 18, 2020$100 million$0 millionThe rate quoted by the bank and agreed upon at the time of borrowingUp to 3 monthsNoneGeneral corporate purposes
Aflac Incorporatedunsecured revolving5 yearsMarch 29,
2024, or the date commitments are terminated pursuant to an event of default
¥100.0 billion¥0.0 billionA rate per annum equal to (a) Tokyo interbank market rate (TIBOR) plus, the alternative applicable TIBOR margin during the availability period from the closing date to the commitment termination date or (b) the TIBOR rate offered by the agent to major banks in yen for the applicable period plus, the applicable alternative TIBOR margin during the term out periodNo later than
March 29, 2024
.30% to .50%, depending on the Parent Company's debt ratings as of the date of determinationGeneral corporate purposes, including a capital contingency plan for the operations of the Parent Company
Aflac Incorporated
and Aflac
unsecured revolving5 yearsNovember 18, 2024, or the date commitments are terminated pursuant to an event of default$1.0 billion$0.0 billionA rate per annum equal to, at the Company's option, either, (a) the rate for Eurocurrency for deposits in the London interbank market for a period of one, two, three or six months (LIBOR) or (b) a base rate determined by reference to the highest of (1) the federal funds rate plus 1/2 of 1%, (2) the rate of interest in effect for such day as publicly announced from time to time by Mizuho as its “prime rate”, and (3) the LIBOR for a one month interest period in effect on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%, and in each case an applicable marginNo later than November 18, 2024.085% to
.225%, depending on the Parent Company's debt ratings as of the date of determination
General corporate purposes, including a capital contingency plan for the operations of the Parent Company
Aflac Incorporated
and Aflac
uncommitted bilateralNone specifiedNone specified$50 million$0 millionA rate per annum equal to, at the Parent Company's option, either (a) a eurocurrency rate determined by reference to the agent's LIBOR for the interest period relevant to such borrowing or (b) the base rate determined by reference to the greater of (i) the prime rate as determined by the agent, and (ii) the sum of 0.50% and the federal funds rate for such dayUp to 3 monthsNoneGeneral corporate purposes
Aflac(1)
uncommitted revolving364 daysNovember 30, 2020$250 million$0 millionUSD three-month LIBOR plus 75 basis points per annum3 monthsNoneGeneral corporate purposes
Aflac Incorporated(1)
uncommitted revolving364 daysApril 2, 2020¥50.0 billion¥0.0 billionThree-month TIBOR plus 70 basis points per annum3 monthsNoneGeneral corporate purposes
Aflac Incorporated(1)
uncommitted revolving364 daysNovember 25, 2020¥50.0 billion¥0.0 billionThree-month TIBOR plus 70 basis points per annum3 monthsNoneGeneral corporate purposes

(1) Intercompany credit agreement.agreement

In March 2016, the Parent Company entered into a three-year senior unsecured revolving credit facility agreement with a syndicate of financial institutions that provides for borrowings of up to 100.0 billion yen on a revolving basis. Borrowings bear interest at a rate per annum equal to TIBOR plus, at our option, either (a) the applicable TIBOR margin during the period from the closing date to the commitment termination date or (b) the applicable TIBOR margin during the term out period. The applicable margin ranges between .35% and .75% during the period from the closing date to the commitment termination date and .70% and 1.50% during the term out period, depending on the Parent Company’s debt ratings as of the date of determination. In addition, the Parent Company is required to pay a facility fee on the commitments ranging between .30% and .50%, also based on the Parent Company’s debt ratings as of the date of determination. Borrowings under this credit agreement may be used for general corporate purposes, including a capital contingency plan for the operations of the Parent Company, and will expire on the earlier of (a) March 31, 2019, or (b) the date the commitments are terminated pursuant to an event of default, as such term is defined in the credit agreement. The credit facility requires compliance with certain financial covenants on a quarterly basis. As of December 31, 2016, we did not have any borrowings outstanding under our 100.0 billion yen revolving credit agreement.


145




The Parent Company and Aflac have a five-year senior unsecured revolving credit facility agreement with a syndicate of financial institutions that provides for borrowings of up to 55.0 billion yen or the equivalent of yen in U.S. dollars on a revolving basis. This credit agreement provides for borrowings in Japanese yen or the equivalent of Japanese yen in U.S. dollars on a revolving basis. Borrowings bear interest at a rate per annum equal to, at our option, either (a) a eurocurrency rate determined by reference to the LIBOR for the interest period relevant to such borrowing adjusted for certain additional costs or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus ½ of 1%, (2) the rate of interest for such day announced by Mizuho Bank, Ltd. as its prime rate and (3) the eurocurrency rate for an interest period of one month plus 1.00%, in each case plus an applicable margin. The applicable margin ranges between .79% and 1.275% for eurocurrency rate borrowings and 0.0% and .275% for base rate borrowings, depending on the Parent Company’s debt ratings as of the date of determination. In addition, the Parent Company and Aflac are required to pay a facility fee on the commitments ranging between .085% and .225%, also based on the Parent Company’s debt ratings as of the date of determination. Borrowings under the amended and restated credit facility may be used for general corporate purposes, including a capital contingency plan for the operations of the Parent Company and Aflac. The amended and restated credit facility requires compliance with certain financial covenants on a quarterly basis and will expire on the earlier of (a) September 18, 2020, or (b) the date the commitments are terminated pursuant to an event of default, as such term is defined in the credit agreement. As of December 31, 2016, we did not have any borrowings outstanding under our 55.0 billion yen revolving credit agreement.

The Parent Company and Aflac have an uncommitted bilateral line of credit with a third party that provides for borrowings in the amount of $50 million. Borrowings will bear interest at the rate quoted by the bank and agreed upon at the time of making such loan and will have up to a three-month maturity period. There are no related facility fees, upfront expenses or financial covenant requirements. Borrowings under this credit agreement may be used for general corporate purposes. As of December 31, 2016, we did not have any borrowings outstanding under our $50 million credit agreement.

We werewas in compliance with all of the covenants of ourits notes payable and lines of credit at December 31, 2016.2019. No events of default or defaults occurred during 20162019 and 2015.2018.



150


Item 8. Financial Statements and Supplementary Data


10. INCOME TAXES
The components of income tax expense (benefit) applicable to pretax earnings for the years ended December 31 were as follows:
(In millions)Foreign U.S. Total
2019:           
Current $737
   $69
   $806
 
Deferred 183
   152
   335
 
Total income tax expense $920
   $221
   $1,141
 
2018:           
Current $771
   $608
   $1,379
 
Deferred 93
   (409)   (316) 
Total income tax expense $864
   $199
   $1,063
 
2017:           
Current $722
   $(91)   $631
 
Deferred (24)   (1,193)   (1,217) 
Total income tax expense $698
   $(1,284)   $(586) 

(In millions)Foreign U.S. Total
2016:           
Current $650
   $234
   $884
 
Deferred 136
   388
   524
 
Total income tax expense $786
   $622
   $1,408
 
2015:           
Current $1,063
   $225
   $1,288
 
Deferred 42
   (1)   41
 
Total income tax expense $1,105
   $224
   $1,329
 
2014:           
Current $995
   $84
   $1,079
 
Deferred 125
   336
   461
 
Total income tax expense $1,120
   $420
   $1,540
 


The Japan income tax rate for the fiscal year 20142017 was 33.3%28.2%. The rate was reduced to 30.8%28.0% for fiscal years 2018 and 2019.

For the U.S., the Tax Cuts and Jobs Act (Tax Act) was signed into law on December 22, 2017. Effective January 1, 2018, the Tax Act imposed a broad number of changes in tax law, including permanently reducing the U.S. federal statutory corporate income tax rate from 35% to 21%, eliminating or reducing certain deductions and credits and limiting the deductibility of interest expense and executive compensation.
In accordance with Staff Accounting Bulletin 118 (SAB 118) issued by the U.S. Securities and Exchange Commission in December 2017, the Company recorded provisional amounts for certain items for which the income tax accounting was not complete. As of the enactment date, the Company estimated provisional amounts for its deferred taxes, including related valuation allowance, resulting in a reduction of its DTAs by approximately $1.0 billion and its deferred tax liabilities (DTLs) by $2.9 billion, for a net DTL reduction of approximately $1.9 billion. The provisions of ASC 740-10, Income Taxes, require that the effects of changes in tax law on deferred taxes be recognized as a component of the income tax provision in the period the tax rate change was enacted. Therefore, the $1.9 billion provisional amount of net DTL reduction was recorded in the fourth quarter of 2017 as a reduction in the “Income tax expense, Deferred” line item of the Company’s consolidated statement of earnings.

In 2018, the Company recorded additional income tax expense of $.4 million resulting from a decrease in the SAB 118 provisional estimate related to Japan deferred tax balances. No further adjustment was made to the SAB 118 provisional estimate related to the valuation allowance. As of December 31, 2018, the Company has completed its accounting for the fiscal year 2015 and reduced to 28.8% for the fiscal year 2016.Tax Act in accordance with SAB 118.


Income tax expense in the accompanying statements of earnings varies from the amount computed by applying the expected U.S. tax rate of 21% in both 2019 and 2018 and 35% in 2017 to pretax earnings. The principal reasons for the differences and the related tax effects for

146



the years ended December 31 were as follows:

(In millions)2019 2018 2017
Income taxes based on U.S. statutory rates $933
   $836
   $1,406
 
Foreign rate differential 229

 
220
   0
 
Write-down of U.S. deferred tax liabilities for tax reform change 0
   0
   (1,933) 
Utilization of foreign tax credit (6)   (3)   (27) 
Nondeductible expenses 10
   21
   10
 
Other, net (25)   (11)   (42) 
Income tax expense $1,141
   $1,063
   $(586) 



151


Item 8. Financial Statements and Supplementary Data

(In millions)2016 2015 2014
Income taxes based on U.S. statutory rates $1,424
   $1,352
   $1,572
 
Utilization of foreign tax credit (30)   (27)   (32) 
Nondeductible expenses 8
   3
   5
 
Other, net 6
   1
   (5) 
Income tax expense $1,408
   $1,329
   $1,540
 


Total income tax expense for the years ended December 31 was allocated as follows:
(In millions)2019 2018 2017
Statements of earnings $1,141
   $1,063
   $(586) 
Other comprehensive income (loss):           
Unrealized foreign currency translation gains (losses) during period 27
   10
   52
 
Unrealized gains (losses) on investment securities:           
Unrealized holding gains (losses) on investment
securities during period
 1,532
   (787)   575
 
Reclassification adjustment for realized (gains) losses
on investment securities included in net earnings
 5
   (12)   1
 
Unrealized gains (losses) on derivatives during period (3)   0
   0
 
Pension liability adjustment during period (18)   (8)   3
 
Total income tax expense (benefit) related to items of
other comprehensive income (loss)
 1,543
   (797)   631
 
Total income taxes $2,684
   $266
   $45
 

(In millions)2016 2015 2014
Statements of earnings $1,408
   $1,329
   $1,540
 
Other comprehensive income (loss):           
Unrealized foreign currency translation gains (losses) during period 70
   16
   (419) 
Unrealized gains (losses) on investment securities:           
Unrealized holding gains (losses) on investment
securities during period
 962
   (931)   2,237
 
Reclassification adjustment for realized (gains) losses
on investment securities included in net earnings
 18
   21
   19
 
Unrealized gains (losses) on derivatives during period 1
   0
   (3) 
Pension liability adjustment during period (16)   (7)   (31) 
Total income tax expense (benefit) related to items of
other comprehensive income (loss)
 1,035
   (901)   1,803
 
Additional paid-in capital (exercise of stock options) (10)   4
   (7) 
Total income taxes $2,433
   $432
   $3,336
 


The income tax effects of the temporary differences that gave rise to deferred income tax assets and liabilities as of December 31 were as follows:
(In millions)2019 2018
Deferred income tax liabilities:       
Deferred policy acquisition costs $3,492
   $3,404
 
Unrealized gains and other basis differences on investments 4,485
   1,307
 
Premiums receivable 152
   149
 
Policy benefit reserves 3,442
   3,828
 
Total deferred income tax liabilities 11,571
   8,688
 
Deferred income tax assets:       
Unfunded retirement benefits 8
   8
 
Other accrued expenses 36
   40
 
Policy and contract claims 781
   775
 
Foreign currency loss on Aflac Japan 16
   38
 
Deferred compensation 162
   163
 
Capital loss carryforwards 34
   5
 
Depreciation 164
   119
 
Anticipatory foreign tax credit 5,487
   4,040
 
Deferred foreign tax credit 605
   591
 
Other 204
   150
 
Total deferred income tax assets before valuation allowance 7,497
   5,929
 
Valuation allowance (1,340)   (738) 
Total deferred income tax assets after valuation allowance 6,157
   5,191
 
Net deferred income tax liability 5,414
   3,497
 
Current income tax (asset) liability (44)   523
 
Total income tax liability $5,370
   $4,020
 

(In millions)2016 2015
Deferred income tax liabilities:       
Deferred policy acquisition costs $2,439
   $2,282
 
Unrealized gains on investment securities 2,636
   1,684
 
Premiums receivable 111
   139
 
Policy benefit reserves 1,638
   1,313
 
Depreciation 70

  61
 
Other 0

  0
 
Total deferred income tax liabilities 6,894
   5,479
 
Deferred income tax assets:       
Other basis differences in investment securities 1,167
   1,422
 
Unfunded retirement benefits 13
   15
 
Other accrued expenses 11
   7
 
Policy and contract claims 146
   113
 
Foreign currency loss on Japan branch 185
   208
 
Deferred compensation 210
   181
 
Capital loss carryforwards 3
   0
 
Other 103
   95
 
Total deferred income tax assets 1,838
   2,041
 
Net deferred income tax liability 5,056
   3,438
 
Current income tax liability 331
   902
 
Total income tax liability $5,387
   $4,340
 
The application of U.S. GAAP requires the Company to evaluate the recoverability of deferred tax assets and establish a valuation allowance if necessary to reduce the deferred tax asset to an amount that is more likely than not expected to be realized. The Company has determined a $1,022 million valuation allowance against its anticipatory foreign tax credit is necessary. The anticipatory foreign tax credit represents the foreign tax credit the Company will generate from the reversal of Japan deferred tax liabilities in the future. The increase in the valuation allowance on the anticipatory foreign tax credit is due to an increase Japan's local country deferred tax inventory relative to the deferred tax inventory for Japan's U.S. tax obligation. The Company has also determined a $318 million valuation allowance against its deferred foreign tax credits is necessary. Deferred foreign tax credits are foreign tax credits generated in the current tax year by the Japanese life company, but are unable to be utilized until 2020 due to Japan's current tax year not closing until March 31, 2020. The valuation


147152




Item 8. Financial Statements and Supplementary Data


allowance on the deferred foreign tax credit has increased due to the utilization of prior year credits as well as the recognition of the current year deferred foreign tax credit. Based upon a review of the Company's anticipated future taxable income, and including all other available evidence, both positive and negative, the Company's management has concluded that, notwithstanding the items noted above, it is more likely than not that the netall other deferred tax assets will be realized.


Under U.S. income tax rules, only 35% of non-life operating losses can be offset against life insurance taxable income each year.year. For current U.S. income tax purposes, as of December 31, 2019, there were no unusednon-life operating loss carryforwards of $99 million available to offset against future taxable income.income, of which $31 million expires in 2039, and $68 million does not expire. The Company has capital loss carryforwards of $9$161 million available to offset capital gains, of which expire$65 million expires in 2021.2023 and $96 million expires in 2024.


The Company files federal income tax returns in the United StatesU.S. and Japan as well as state or prefecture income tax returns in various jurisdictions in the two countries. The Company is currently under audit by the State of IllinoisIRS for the 2013-2016 amended federal income tax years 2006-2012.returns. There are currently no other open Federal, State, or local U.S. income tax audits. U.S. federal income tax returns for years before 20112016 are no longer subject to examination. The Company is currently under a corporate income tax audit in Japan by the National Tax Agency (NTA) for tax years 2012-2015. Japan corporate income tax returns for years before 20122016 are no longer subject to examination. Management believes it has established adequate tax liabilities and final resolution of all open audits is not expected to have a material impact on the Company's consolidated financial statements.


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended December 31:
(In millions) 2019  2018 
Balance, beginning of year $15

 $14

Additions for tax positions of prior years 2
   1
  
Balance, end of year $17

 $15


(In millions) 2016  2015 
Balance, beginning of year $264

 $309

Additions for tax positions of prior years 33
   0
  
Reductions for tax positions of prior years (3)   (45) 
Balance, end of year $294

 $264



Included in the balance of the liability for unrecognized tax benefits at December 31, 2016,2019, are $293$15 million of tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility, compared with $261$14 million at December 31, 2015.2018. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate, but would accelerate the payment of cash to the taxing authority to an earlier period. The Company has accrued approximately $1$2 million as of December 31, 2016,2019, for permanent uncertainties, which if reversed would not have a material effect on the annual effective rate.


The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. WeThe Company recognized approximately $13$1 million in interest and penalties in 2016, compared with $11 million in 20152019, 2018 and 2014.2017, respectively. The Company has accrued approximately $26$2 million for the payment of interest and penalties as of December 31, 2016,2019, compared with $22$2 million a year ago. at December 31, 2018.


As of December 31, 2016,2019, there were no material uncertain tax positions for which the total amounts of unrecognized tax benefits will significantly increase or decrease within the next 12 months.


11.SHAREHOLDERS' EQUITY


148



The following table is a reconciliation of the number of shares of the Company's common stock for the years ended December 31.



153


Item 8. Financial Statements and Supplementary Data

(In thousands of shares)2016 2015 2014
Common stock - issued:     
Balance, beginning of period669,723 668,132 667,046
Exercise of stock options and issuance of restricted shares1,526 1,591 1,086
Balance, end of period671,249 669,723 668,132
Treasury stock:     
Balance, beginning of period245,343 225,687 207,633
Purchases of treasury stock:     
Open market21,618 21,179 19,660
Other330 247 157
Dispositions of treasury stock:     
Shares issued to AFL Stock Plan(1,064) (1,209) (1,251)
Exercise of stock options(683) (465) (391)
Other(105) (96) (121)
Balance, end of period265,439 245,343 225,687
Shares outstanding, end of period405,810 424,380 442,445

(In thousands of shares)2019 2018 2017
Common stock - issued:     
Balance, beginning of period1,347,540 1,345,762 1,342,498
Exercise of stock options and issuance of restricted shares1,769 1,778 3,264
Balance, end of period1,349,309 1,347,540 1,345,762
Treasury stock:     
Balance, beginning of period592,254 564,852 530,877
Purchases of treasury stock:     
Share repurchase program31,994 28,949 35,510
Other592 392 1,018
Dispositions of treasury stock:     
Shares issued to AFL Stock Plan(1,610) (1,306) (1,782)
Exercise of stock options(418) (519) (734)
Other(296) (114) (37)
Balance, end of period622,516 592,254 564,852
Shares outstanding, end of period726,793 755,286 780,910

Outstanding share-based awards are excluded from the calculation of weighted-average shares used in the computation of basic EPS. The following table presents the approximate number of share-based awards to purchase shares, on a weighted-average basis, that were considered to be anti-dilutive and were excluded from the calculation of diluted earnings per share at December 31:
(In thousands)2019 2018 2017
Anti-dilutive share-based awards 6
   44
   510
 
(In thousands)2016 2015 2014
Anti-dilutive share-based awards 911
   1,862
   1,215
 

The weighted-average shares used in calculating earnings per share for the years ended December 31 were as follows: 
(In thousands of shares)2019 2018 2017
Weighted-average outstanding shares used for calculating basic EPS742,414
 769,588
 792,042
Dilutive effect of share-based awards4,016
 5,062
 5,819
Weighted-average outstanding shares used for calculating diluted EPS746,430
 774,650
 797,861

(In thousands of shares)2016 2015 2014
Weighted-average outstanding shares used for calculating basic EPS411,471
 430,654
 451,204
Dilutive effect of share-based awards2,450
 2,518
 2,796
Weighted-average outstanding shares used for calculating diluted EPS413,921
 433,172
 454,000


Share Repurchase Program: During 2016, we purchased 21.62019, the Company repurchased 32.0 million shares of ourits common stock in the open market compared with 21.2for $1.6 billion. The Company repurchased 28.9 million shares for $1.3 billion in 20152018 and 19.735.5 million shares for $1.4 billion in 2014.2017. As of December 31, 2016,2019, a remaining balance of 26.837.1 million shares of ourthe Company's common stock was available for purchase under share repurchase authorizations by ourits board of directors.


Voting Rights:In accordance with the Parent Company's articles of incorporation, shares of common stock are generally entitled to one1 vote per share until they have been held by the same beneficial owner for a continuous period of 48 months, at which time they become entitled to 10 votes per share.
Reclassifications from Accumulated Other Comprehensive Income
The tabletables below is a reconciliationare reconciliations of accumulated other comprehensive income by component for the years ended December 31.




149154




Item 8. Financial Statements and Supplementary Data


Changes in Accumulated Other Comprehensive Income
2016
20192019
(In millions)Unrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension
Liability
Adjustment
 TotalUnrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension
Liability
Adjustment
 Total
Balance, beginning of period $(2,196) $2,986
 $(26) $(139) $625
  $(1,847) $4,234
 $(24) $(212) $2,151
 
Other comprehensive
income (loss) before
reclassification
 213
 1,854
 2
 (32) 2,037
  224
 4,327
 (9) (76) 4,466
 
Amounts reclassified from
accumulated other
comprehensive income
(loss)
 0
 (35) 0
 3
 (32)  0
 (13) 0
 11
 (2) 
Net current-period other
comprehensive
income (loss)
 213
 1,819
 2
 (29) 2,005
  224
 4,314
 (9) (65) 4,464
 
Balance, end of period $(1,983) $4,805
 $(24) $(168) $2,630
  $(1,623) $8,548
 $(33) $(277) $6,615
 
All amounts in the table above are net of tax.
2015
20182018
(In millions)Unrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension Liability Adjustment TotalUnrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension Liability Adjustment Total
Balance, beginning of period $(2,541) $4,672
 $(26) $(126) $1,979
  $(1,750) $5,964
 $(23) $(163) $4,028
 
Cumulative effect of change
in accounting principle -
financial instruments
 0
 (148) 0
 0
 (148) 
Cumulative effect of change
in accounting principle -
tax effects from tax reform
 (325) 734
 (3) (32) 374
 
Other comprehensive
income (loss) before
reclassification
 345
 (1,646) 0
 (13) (1,314)  228
 (2,350) 2
 (30) (2,150) 
Amounts reclassified from
accumulated other
comprehensive income
(loss)
 0
 (40) 0
 0
 (40)  0
 34
 0
 13
 47
 
Net current-period other
comprehensive
income (loss)
 345
 (1,686) 0
 (13) (1,354)  228
 (2,316) 2
 (17) (2,103) 
Balance, end of period $(2,196) $2,986
 $(26) $(139) $625
  $(1,847) $4,234
 $(24) $(212) $2,151
 
All amounts in the table above are net of tax.




150155




Item 8. Financial Statements and Supplementary Data


2014
20172017
(In millions)Unrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension Liability Adjustment TotalUnrealized Foreign
Currency Translation
Gains (Losses)
 Unrealized
Gains (Losses)
on Investment Securities
 Unrealized
Gains (Losses)
on Derivatives
 Pension Liability Adjustment Total
Balance, beginning of period $(1,505) $1,035
 $(12) $(81) $(563)  $(1,983) $4,805
 $(24) $(168) $2,630
 
Other comprehensive
income (loss) before
reclassification
 (1,036) 3,672
 (14) (44) 2,578
  233
 1,158
 1
 (6) 1,386
 
Amounts reclassified from
accumulated other
comprehensive income
(loss)
 0
 (35) 0
 (1) (36)  0
 1
 0
 11
 12
 
Net current-period other
comprehensive
income (loss)
 (1,036) 3,637
 (14) (45) 2,542
  233
 1,159
 1
 5
 1,398
 
Balance, end of period $(2,541) $4,672
 $(26) $(126) $1,979
  $(1,750) $5,964
 $(23) $(163) $4,028
 
All amounts in the table above are net of tax.
For the year ended December 31, 2018, see Note 1 for discussion of the amounts reclassified between AOCI and retained earnings upon the adoption of new accounting pronouncements.

The tabletables below summarizessummarize the amounts reclassified from each component of accumulated other comprehensive income based on source for the years ended December 31.


Reclassifications Out of Accumulated Other Comprehensive Income
(In millions)2019 
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Unrealized gains (losses) on available-for-sale
securities
 $(13) Other-than-temporary impairment
losses realized
  31
 Other gains (losses)
  18
 Total before tax
  (5) 
Tax (expense) or benefit(1)
  $13
 Net of tax
Amortization of defined benefit pension items:    
       Actuarial gains (losses) $(15) 
Acquisition and operating expenses(2)
Prior service (cost) credit 0
 
Acquisition and operating expenses(2)
  4
 
Tax (expense) or benefit(1)
  $(11) Net of tax
Total reclassifications for the period $2
 Net of tax

(In millions)2016 
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Unrealized gains (losses) on available-for-sale
securities
 $136
 Sales and redemptions
  (83) Other-than-temporary impairment
losses realized
  53
 Total before tax
  (18) 
Tax (expense) or benefit(1)
  $35
 Net of tax
Amortization of defined benefit pension items:    
       Actuarial gains (losses) $(15) 
Acquisition and operating expenses(2)
Prior service (cost) credit 11
 
Acquisition and operating expenses(2)
  1
 
Tax (expense) or benefit(1)
  $(3) Net of tax
Total reclassifications for the period $32
 Net of tax
(1) Based on 35%26% blended tax rate
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see
Note 14 for additional details).
 


151156




Item 8. Financial Statements and Supplementary Data


(In millions)2015 2018 
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Amount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Unrealized gains (losses) on available-for-sale
securities
 $214
 Sales and redemptions $(63) Other-than-temporary impairment
losses realized
 (153) Other-than-temporary impairment
losses realized
 17
 Other gains (losses)
 61
 Total before tax (46) Total before tax
 (21) 
Tax (expense) or benefit(1)
 12
 
Tax (expense) or benefit(1)
 $40
 Net of tax $(34) Net of tax
Amortization of defined benefit pension items:      
Actuarial gains (losses) $(17) 
Acquisition and operating expenses(2)
 $(18) 
Acquisition and operating expenses(2)
Prior service (cost) credit 17
 
Acquisition and operating expenses(2)
 0
 
Acquisition and operating expenses(2)
 0
 
Tax (expense) or benefit(1)
 5
 
Tax (expense) or benefit(1)
 $0
 Net of tax $(13) Net of tax
Total reclassifications for the period $40
 Net of tax $(47) Net of tax
(1) Based on 35%27% blended tax rate
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14 for additional details).
(In millions)2014 2017 
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Amount Reclassified from Accumulated Other Comprehensive IncomeAffected Line Item in the
Statements of Earnings
Unrealized gains (losses) on available-for-sale
securities
 $57
 Sales and redemptions $(29) Other-than-temporary impairment
losses realized
 (3) Other-than-temporary impairment
losses realized
 27
 Other gains (losses)
 54
 Total before tax (2) Total before tax
 (19) 
Tax (expense) or benefit(1)
 1
 
Tax (expense) or benefit(1)
 $35
 Net of tax $(1) Net of tax
Amortization of defined benefit pension items:      
Actuarial gains (losses) $(15) 
Acquisition and operating expenses(2)
 $(17) 
Acquisition and operating expenses(2)
Prior service (cost) credit 17
 
Acquisition and operating expenses(2)
 0
 
Acquisition and operating expenses(2)
 (1) 
Tax (expense) or benefit(1)
 6
 
Tax (expense) or benefit(1)
 $1
 Net of tax $(11) Net of tax
Total reclassifications for the period $36
 Net of tax $(12) Net of tax
(1) Based on 35% tax rate
(2) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14 for additional details).


12. SHARE-BASED COMPENSATION
As of December 31, 2016,2019, the Company has outstanding share-based awards under twothe Aflac Incorporated Long-Term Incentive Plan (the Plan). Share-based awards are designed to reward employees for their long-term incentive compensation plans.contributions to the Company and provide incentives for them to remain with the Company. The number and frequency of share-based awards are based on competitive practices, operating results of the Company, government regulations, and other factors.
The first plan, which expired inPlan, as amended on February 2007, is14, 2017, allows for a stock option plan which allowed grants for incentive stock options (ISOs) to employees and non-qualifying stock options (NQSOs) to employees and non-employee directors. The options have amaximum number of shares issuable over its term of 10 years. The exercise price75 million shares including 38 million shares that may be awarded in respect of awards other than options or stock appreciation rights. If any awards granted under this plan is equal to the fair market value of a share ofPlan are forfeited or are terminated before being exercised or settled for any reason other than tax forfeiture, then the Company's common stock atshares underlying the date of grant. Options granted beforeawards will again be available under the plan's expiration date remain outstanding in accordance with their terms.Plan.

The second long-term incentive compensation planPlan allows awards to Company employees for ISOs, NQSOs,incentive stock options (ISOs), non-qualifying stock options (NQSOs), restricted stock, restricted stock units, and stock appreciation rights. Non-employee directors are eligible for grants of NQSOs,


152157




Item 8. Financial Statements and Supplementary Data
NQSOs,

restricted stock, and stock appreciation rights. As of December 31, 2019, approximately 39.3 million shares were available for future grants under this plan. The ISOs and NQSOs have a term of 10 years, and the share-based awards generally vest upon time-based conditions or time-time and performance-based conditions. Time-based vesting generally occurs after three years. Performance-based vesting conditions generally include the attainment of goals related to Company financial performance. As of December 31, 2016, approximately 8.8 million shares were available for future grants under this plan, and2019, the only performance-based awards issued and outstanding were restricted stock awards.awards and units.

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

Share-based awards granted to U.S.-based grantees are settled with authorized but unissued Company stock, while those issued to Japan-based grantees are settled with treasury shares.
Summary of Share-Based Compensation Expense
Share-based compensation expense consists primarily of expenses for stock options, restricted stock awards (including performance based restricted stock awards), and restricted stock units granted to employees.
The following table presents the impact of the expense recognized in connection with share-based awards for the periods ended December 31.
(In millions, except for per-share amounts)2019 2018 2017
Impact on earnings from continuing operations $59
   $57
   $51
 
Impact on earnings before income taxes 59
   57
   51
 
Impact on net earnings 46
   45
   35
 
Impact on net earnings per share:           
Basic $.06
   $.06
   $.05
 
Diluted .06
   .06
   .05
 


Stock Options

The following table summarizes stock option activity under the employee stock option plan.
(In thousands of shares)Stock
Option
Shares
 Weighted-Average
Exercise Price
Per Share
Outstanding at December 31, 2016 12,680
   $26.28
 
Granted in 2017 626
   35.80
 
Canceled in 2017 (236)   24.95
 
Exercised in 2017 (5,766)   30.11
 
Outstanding at December 31, 2017 7,304
   28.03
 
Granted in 2018 67
   44.59
 
Canceled in 2018 (167)   32.11
 
Exercised in 2018 (1,874)   26.78
 
Outstanding at December 31, 2018 5,330
   28.54
 
Granted in 2019 0
   0.00
 
Canceled in 2019 (40)   27.82
 
Exercised in 2019 (1,584)   25.97
 
Outstanding at December 31, 2019 3,706
   $29.65
 



158


Item 8. Financial Statements and Supplementary Data

(In millions, except for per-share amounts)2016 2015 2014
Impact on earnings from continuing operations $68
   $39
   $41
 
Impact on earnings before income taxes 68
   39
   41
 
Impact on net earnings 46
   27
   28
 
Impact on net earnings per share:           
Basic $.11
   $.06
   $.06
 
Diluted .11
   .06
   .06
 


(In thousands of shares)2019 2018 2017
Shares exercisable, end of year 3,553
   3,917
   4,208
 

We estimate
The Company estimates the fair value of each stock option granted using the Black-Scholes-Merton multiple option approach. Expected volatility is based on historical periods generally commensurate with the estimated terms of the options. We useThe Company uses historical data to estimate option exercise and termination patterns within the model. Separate groups of employees that have similar historical exercise patterns are stratified and considered separately for valuation purposes. The expected term of options granted is derived from the output of ourthe Company's option model and represents the weighted-average period of time that options granted are expected to be outstanding. We baseThe Company bases the risk-free interest rate on the Treasury note rate with a term comparable to that of the estimated term of the options. There were no options granted in 2019. The weighted-average fair value of options at their grant date was $12.70 per share$8.81 for 2016,2018 compared with $9.46 for 2015 and $16.24$7.64 in 2014.2017. The following table presents the assumptions used in valuing options granted during the years ended December 31.
 2019 2018 2017
Expected term (years) 7.0   7.0   5.9 
Expected volatility 18.0%  22.0%  26.0%
Annual forfeiture rate 3.9   3.6   3.4 
Risk-free interest rate 2.9   2.5   2.5 
Dividend yield 2.2   2.4   2.5 

 2016 2015 2014
Expected term (years) 6.4   6.3   6.3 
Expected volatility 27.0%  20.0%  30.0%
Annual forfeiture rate 3.2   2.8   2.7 
Risk-free interest rate 2.2   2.0   2.8 
Dividend yield 2.9   2.7   2.3 


153



The following table summarizes stock option activity.
(In thousands of shares)Stock
Option
Shares
 Weighted-Average
Exercise Price
Per Share
Outstanding at December 31, 2013 9,980
   $47.03
 
Granted in 2014 678
   61.81
 
Canceled in 2014 (115)   52.01
 
Exercised in 2014 (1,236)   41.04
 
Outstanding at December 31, 2014 9,307
   48.84
 
Granted in 2015 855
   61.47
 
Canceled in 2015 (231)   55.70
 
Exercised in 2015 (2,013)   45.15
 
Outstanding at December 31, 2015 7,918
   50.94
 
Granted in 2016 664
   61.39
 
Canceled in 2016 (181)   55.63
 
Exercised in 2016 (2,061)   48.91
 
Outstanding at December 31, 2016 6,340
   $52.56
 
(In thousands of shares)2016 2015 2014
Shares exercisable, end of year 4,493
   6,085
   7,497
 


The following table summarizes information about stock options outstanding and exercisable at December 31, 2016.2019.
(In thousands of shares)  Options Outstanding Options Exercisable
 Range of
Exercise Prices
Per Share
  Stock Option
Shares
Outstanding
 Wgtd.-Avg.
Remaining
Contractual
Life (Yrs.)
 Wgtd.-Avg.
Exercise
Price
Per Share
 Stock Option
Shares
Exercisable
 Wgtd.-Avg.
Exercise
Price
Per Share
 $16.92
-$24.75
   872
   2.1   $23.58
   872
   $23.58
 
 24.79
-28.97
   919
   3.8   28.49
   919
   28.49
 
 29.04
-31.21
   988
   4.7   30.77
   988
   30.77
 
 31.22
-36.21
   778
   6.5   34.31
   626
   34.02
 
 37.22
-44.59
   149
   7.8   40.57
   148
   40.59
 
 $16.92
-$44.59
   3,706
   4.4   $29.65
   3,553
   $29.40
 

(In thousands of shares)  Options Outstanding Options Exercisable
 Range of
Exercise Prices
Per Share
  Stock Option
Shares
Outstanding
 Wgtd.-Avg.
Remaining
Contractual
Life (Yrs.)
 Wgtd.-Avg.
Exercise
Price
Per Share
 Stock Option
Shares
Exercisable
 Wgtd.-Avg.
Exercise
Price
Per Share
 $14.99
-$47.06
   1,639
   3.0   $36.38
   1,639
   $36.38
 
 47.23
-55.72
   1,348
   3.8   51.11
   1,348
   51.11
 
 56.24
-61.45
   1,706
   7.0   59.05
   632
   57.92
 
 61.81
-63.16
   1,322
   4.1   62.10
   802
   61.87
 
 63.34
-72.42
   325
   8.5   67.36
   72
   67.50
 
 $14.99
-$72.42
   6,340
   4.8   $52.56
   4,493
   $48.88
 


The aggregate intrinsic value in the following table represents the total pretax intrinsic value, and is based on the difference between the exercise price of the stock options and the quoted closing common stock price of $69.60$52.90 as of December 31, 2016,2019, for those awards that have an exercise price currently below the closing price. As of December 31, 2016,2019, the aggregate intrinsic value of stock options outstanding was $108$86 million,, with a weighted-average remaining term of 4.84.4 years. The total number of in-the-money stock options exercisable as of December 31, 2019, was 3.6 million. The aggregate intrinsic value of stock options exercisable at that same date was $93$84 million,, with a weighted-average remaining term of 3.34.2 years.


The following table summarizes stock option activity during the years ended December 31.
(In millions)2019 2018 2017
Total intrinsic value of options exercised $38
   $34
   $87
 
Cash received from options exercised 40
   48
   58
 
Tax benefit realized as a result of options exercised and
restricted stock releases
 34
   25
   74
 


Performance-Based Restricted Stock Awards and Units

Under the Plan, the Company grants selected executive officers performance-based restricted stock awards (PBRS) each February whose vesting is contingent upon meeting various performance goals. PBRS are generally granted at-the-money and contingently cliff vest over a period of three years, generally subject to continued employment. In February 2019, the Company granted 399 thousand performance-based stock awards, which are contingent on the achievement of the Company's financial performance metrics and its market-based conditions. On the date of grant, the Company estimated

159


Item 8. Financial Statements and Supplementary Data

(In millions)2016 2015 2014
Total intrinsic value of options exercised $41
   $36
   $25
 
Cash received from options exercised 68
   68
   39
 
Tax benefit realized as a result of options exercised and
restricted stock releases
 45
   25
   17
 


the fair value of restricted stock awards with market-based conditions using a Monte Carlo simulation model. The model discounts the value of the stock at the assumed vesting date based on a risk-free interest rate. Based on estimates of actual performance versus the vesting thresholds, the calculated fair value percentage pay-out estimate will be updated each quarter. Actual performance, including modification for relative total shareholder return, may result in the ultimate award of 0% to 200% percent of the initial number of PBRS issued, with the potential for no award if company performance goals are not achieved during the three-year period. PBRS subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.

The Company also granted selected executive officers performance-based restricted stock units (PSUs) throughout the year whose vesting is contingent upon meeting various performance goals. PSUs are generally granted at-the-money and contingently cliff vest over a period of three years, generally subject to continued employment. In November 2019, the Company granted 46 thousand performance-based stock units, which are contingent on the achievement of certain Company determined metrics. Based on estimates of actual performance versus the vesting thresholds, the calculated fair value percentage pay-out estimate will be updated each quarter. Actual performance may result in the ultimate award of 0% to 200% percent of the initial number of PSUs issued, with the potential for no award if the Company determined metrics are not achieved during the three-year period. PSUs subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.

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

Key assumptions used to value PBRS granted during 2019 follows:
(In millions)2019
Expected volatility (based on Aflac Inc. and peer group historical daily stock price)15.82%
Expected life from grant date (years)2.9
Risk-free interest rate (based on U.S. Treasury yields at the date of grant)2.51%

Restricted Stock Awards and Units
The value of restricted stock awards and restricted stock units is based on the fair market value of ourthe Company's common stock at the date of grant. The following table summarizes restricted stock activity during the years ended December 31.

154
(In thousands of shares)Shares Weighted-Average
Grant-Date
Fair Value
Per  Share
Restricted stock at December 31, 2016 3,736
   $30.88
 
Granted in 2017 1,118
   36.48
 
Canceled in 2017 (202)   32.23
 
Vested in 2017 (1,018)   31.09
 
Restricted stock at December 31, 2017 3,634
   32.40
 
Granted in 2018 1,121
   44.27
 
Canceled in 2018 (105)   34.39
 
Vested in 2018 (1,243)   31.64
 
Restricted stock at December 31, 2018 3,407
   36.52
 
Granted in 2019 1,070
   49.68
 
Canceled in 2019 (39)   41.60
 
Vested in 2019 (1,865)   32.73
 
Restricted stock at December 31, 2019 2,573
   $44.66
 





(In thousands of shares)Shares Weighted-Average
Grant-Date
Fair Value
Per  Share
Restricted stock at December 31, 2013 1,671
   $52.12
 
Granted in 2014 584
   62.12
 
Canceled in 2014 (27)   52.66
 
Vested in 2014 (348)   56.95
 
Restricted stock at December 31, 2014 1,880
   54.33
 
Granted in 2015 638
   61.51
 
Canceled in 2015 (145)   57.52
 
Vested in 2015 (558)   48.41
 
Restricted stock at December 31, 2015 1,815
   58.42
 
Granted in 2016 878
   61.68
 
Canceled in 2016 (76)   60.65
 
Vested in 2016 (749)   53.68
 
Restricted stock at December 31, 2016 1,868
   $61.76
 

As of December 31, 2016,2019, total compensation cost not yet recognized in ourthe Company's financial statements related to restricted stock awards and restricted stock units was $33$60 million,, of which $10$30 million (953 thousand (1.5 million shares) was related to restricted stock awards with a performance-based vesting condition. We expectThe Company expects to recognize these amounts over

160


Item 8. Financial Statements and Supplementary Data


a weighted-average period of approximately 1.01.1 years. There are no other contractual terms covering restricted stock awards once vested.


13. STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONS
OurThe Company's insurance subsidiaries are required to report their results of operations and financial position to state insurance regulatory authorities on the basis of statutory accounting practices prescribed or permitted by such authorities. Statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions as well as valuing investments and certain assets and accounting for deferred taxes on a different basis.


Aflac the Company's most significant insurance subsidiary, reports statutory financial statements that are prepared on the basis of accounting practices prescribed or permitted by the Nebraska Department of Insurance (NDOI). The NDOI recognizes statutory accounting principles and practices prescribed or permitted by the state of Nebraska for determining and reporting the financial condition and results of operations of an insurance company, and for determining a company's solvency under Nebraska insurance law. TheStatutory Accounting Principles (SAP) as detailed by the National Association of Insurance Commissioners' (NAIC) Accounting Practices and Procedures Manual (SAP) has been adopted by the state of Nebraska as a component of those prescribed or permitted practices. Additionally, the Director of the NDOI has the right to permit other specific practices which deviate from prescribed practices. Prior to the Japan branch conversion on April 1, 2018, Aflac hashad been given explicit permission by the Director of the NDOI for two such permitted practices. These permitted practices, which do not impactOn April 1, 2018, the calculation of net income on a statutory basis or prevent the triggering of a regulatory event in the Company's risk-based capital calculation, are as follows:

Aflac has reported as admitted assets the refundable lease deposits on the leases of commercial office space which house Aflac Japan's sales operations. These lease deposits are unique and part of the ordinary course of doing business in the country of Japan; these assets would be non-admitted under SAP.

AflacCompany entered into a reinsurance agreement effective March 31, 2015 with a then unauthorized reinsurer. The effective dateseries of this agreement predatedtransactions in order to complete the effective date of Nebraska's Amended Credit for Reinsurance statute (44-416) allowing certified reinsurers and also predated the subsequent approvalconversion of the agreement's assuming reinsurerJapan branch into a Japanese insurance corporation. As a result of the conversion, the permitted practices were no longer necessary, therefore they were canceled by the NDOI effective April 2, 2018. Aflac had no permitted practices as a Certified Reinsurer, which occurred on August 30, 2015of December 31, 2019 and December 24, 2015, respectively. Aflac has obtained a permitted practice to recognize this treaty and counterparty as Certified Reinsurer for the purpose of determining the collateral required to receive reinsurance reserve credit.2018.



155



A reconciliation of Aflac's capital and surplus between SAPas determined by NAIC basis and practices permitted by theNebraska state basis was $2.1 billion and $2.6 billion as of Nebraska is shown below:
(In millions)2016 2015
Capital and surplus, Nebraska state basis $11,221
   $11,298
 
State Permitted Practice:       
Refundable lease deposits – Japan (40)   (38) 
Reinsurance - Japan (764)   (707) 
Capital and surplus, NAIC basis $10,417
   $10,553
 
December 31, 2019 and 2018, respectively. As of December 31, 2016,2019, Aflac's capital and surplus significantly exceeded the required company action level capital and surplus of $1.3$.4 billion. As determined on a U.S. statutory accounting basis, Aflac's net income was $2.8$864 million in 2019, $1.3 billion in 2016, $2.32018 and $2.6 billion in2015 and $2.4 billion in 2014. 2017.


Aflac Japan must report its results of operations and financial position to the Japanese Financial Services Agency (FSA) on a Japanese regulatory accounting basis as prescribed by the FSA. Capital and surplus of theAflac Japan, branch, based on Japanese regulatory accounting practices, was $5.6$7.8 billion at December 31, 2016,2019, compared with $4.7$6.4 billion at December 31, 2015.2018. Japanese regulatory accounting practices differ in many respects from U.S. GAAP. Under Japanese regulatory accounting practices, policy acquisition costs are expensed immediately; policy benefit and claim reserving methods and assumptions are different; premium income is recognized on a cash basis; different consolidation criteria apply to VIEs; reinsurance is recognized on a different basis; and investments can have a separate accounting classification and treatment referred to as policy reserve matching bonds (PRM).


The Parent Company depends on its subsidiaries for cash flow, primarily in the form of dividends and management fees. Consolidated retained earnings in the accompanying financial statements largely represent the undistributed earnings of ourthe Company's insurance subsidiary. Amounts available for dividends, management fees and other payments to the Parent Company by its insurance subsidiarysubsidiaries may fluctuate due to different accounting methods required by regulatory authorities. These payments are also subject to various regulatory restrictions and approvals related to safeguarding the interests of insurance policyholders. Our insurance subsidiaryAflac must maintain adequate risk-based capitalRBC for U.S. regulatory authorities, and ourAflac Japan branch must maintain adequate solvency margins for Japanese regulatory authorities. Additionally, the

The maximum amount of dividends that can be paid to the Parent Company by Aflac and CAIC without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 20172020 in excess of $2.8 billion$864 million would require such approval. Aflac declared dividends of $2.0$1.3 billion during 2016.2019.


AAfter the Japan branch conversion as of April 1, 2018, Aflac Japan is required to meet certain financial criteria as governed by Japanese corporate law in order to provide dividends to the Parent Company. Under these criteria, dividend capacity at Aflac Japan is basically defined as retained earnings excluding capital reserves, which represent equity generated by capital profits that are statutorily required in Japan, less net after-tax unrealized losses on available-for-sale securities based on the previous fiscal year-end. Prior to April 1, 2018, a portion of Aflac Japan earnings, as determined on a Japanese regulatory accounting basis, cancould be repatriatedremitted each year to Aflac U.S. after complying with solvency margin provisions and satisfying various conditions imposed by Japanese regulatory authorities for protecting policyholders. Profit repatriationsremittances to the United States canU.S. could fluctuate due to changes in the amounts of Japanese regulatory earnings. Among other items, factors affecting regulatory

161


Item 8. Financial Statements and Supplementary Data


earnings include Japanese regulatory accounting practices and fluctuations in currency translation of Aflac Japan's U.S. dollar-denominated investments and related investment income into yen. Profits repatriatedremitted by Aflac Japan to the Parent Company, after April 1, 2018, and to Aflac U.S., prior to April 1, 2018, were as follows for the years ended December 31:
  
In Dollars In Yen
(In millions of dollars and billions of yen)2019 2018 2017 2019 2018 2017
Profit remittances $2,070
   $808
   $1,150
   ¥225.2
   ¥89.7
   ¥129.3
 



162


Item 8. Financial Statements and Supplementary Data

  
In Dollars In Yen
(In millions of dollars and billions of yen)2016 2015 2014 2016 2015 2014
Profit repatriation $1,286
   $2,139
   $1,704
   138.5
   259.0
   181.4
 

We entered into foreign exchange forwards and options as part of an economic hedge on foreign exchange risk on 114.0 billion yen of profit repatriation received in 2016, resulting in $64 million less funds received when the yen were exchanged into dollars. As of December 31, 2016, we had foreign exchange forwards and options as part of a hedging strategy on 122.6 billion yen of future profit repatriation.


14. BENEFIT PLANS

Pension and Other Postretirement Plans
We haveThe Company has funded defined benefit plans in Japan and the United States,U.S., however the U.S. plan was frozen to new participants effective October 1, 2013. WeThe Company also maintainmaintains non-qualified, unfunded supplemental retirement plans that

156



provide defined pension benefits in excess of limits imposed by federal tax law for certain Japanese, U.S. and former employees, however the U.S. plan was frozen to new participants effective January 1, 2015. U.S. employees who are not participants in the defined benefit plan receive a nonelective 401(k) employer contribution.


We provideThe Company provides certain health care benefits for eligible U.S. retired employees, their beneficiaries and covered dependents ("other(other postretirement benefits")benefits). The health care plan is contributory and unfunded. On October 1, 2013, a change was made to postretirement medical benefits to limit the eligibility for the benefits beginningEffective January 1, 2014, to includeemployees eligible for benefits included the following: (1) active employees whose age plus service, in years, equaled or exceeded 80 (rule of 80); (2) active employees who were age 55 or older and hadhave met the 15 years of service requirement; (3) active employees who would meet the rule of 80 in the next five years; (4) active employees who were age 55 or older and who would meet the 15 years of service requirement within the next five years; and (5) current retirees. Effective October 1, 2013, this change was accounted for as a negative plan amendment and resulted in a reduction to the postretirement benefit obligation of approximately $51 million, with an offset to accumulated other comprehensive income (AOCI). Starting in the fourth quarter of 2013, this reduction is being amortized as a reduction to net periodic benefit cost over three years. The postretirement plan obligation was remeasured using a discount rate of 4.75% as of October 1, 2013. For certain employees and former employees, additional coverage is provided for all medical expenses for life.


Information with respect to ourthe Company's benefit plans' assets and obligations as of December 31 was as follows:

  Pension Benefits Other
  Japan U.S. Postretirement Benefits
(In millions) 20192018 20192018 20192018
Projected benefit obligation:                     
      Benefit obligation, beginning of year  $396
  $341
   $875
  $908
   $37
  $36
 
      Service cost  22
  19
   23
  27
   0
  0
 
      Interest cost  7
  7
   20
  31
   1
  1
 
      Actuarial (gain) loss  17
  35
   163
(3) 
 (69)   4
  4
 
      Benefits and expenses paid  (11)  (11)   (23)  (22)   (3)  (4) 
      Effect of foreign exchange
rate changes
  5
  5
   0
  0
   0
  0
 
               Benefit obligation, end of year  436
  396
   1,058
  875
   39
  37
 
                      
Plan assets:                     
      Fair value of plan assets,
beginning of year
  289
  270
   465
  448
   0
  0
 
      Actual return on plan assets  24
  (9)   98
  (30)   0
  0
 
      Employer contributions  38
  34
   104
  69
   3
  4
 
      Benefits and expenses paid  (11)  (11)   (23)  (22)   (3)  (4) 
      Effect of foreign exchange
rate changes
  4
  5
   0
  0
   0
  0
 
               Fair value of plan assets,
end of year
  344
  289
   644
  465
   0
  0
 
Funded status of the plans(1)
  $(92)  $(107)   $(414)  $(410)   $(39)  $(37) 
                      
Amounts recognized in accumulated other
comprehensive income:
                     
      Net actuarial (gain) loss  $92
  $95
   $259
  $174
   $12
  $9
 
      Prior service (credit) cost  (2)  (2)   (4)  (4)   0
  0
 
               Total included in accumulated
other comprehensive income
  $90
  $93
   $255
  $170
   $12
  $9
 
Accumulated benefit obligation  $390
  $356
   $886
  $746
     N/A
(2) 
 N/A
(2) 
  Pension Benefits Other
  Japan U.S. Postretirement Benefits
(In millions) 20162015 20162015 20162015
Projected benefit obligation:                     
      Benefit obligation, beginning of year  $276
  $267
   $735
  $717
   $40
  $44
 
      Service cost  16
  15
   23
  23
   1
  1
 
      Interest cost  9
  1
   29
  18
   2
  2
 
      Actuarial (gain) loss  29
  0
   29
  (6)   (4)  (5) 
      Benefits and expenses paid  (8)  (7)   (18)  (17)   (2)  (2) 
      Effect of foreign exchange
rate changes
  7
  0
   0
  0
   0
  0
 
               Benefit obligation, end of year  329
  276
   798
  735
   37
  40
 
                      
Plan assets:                     
      Fair value of plan assets,
beginning of year
  198
  183
   336
  341
   0
  0
 
      Actual return on plan assets  9
  1
   24
  (6)   0
  0
 
      Employer contributions  25
  21
   17
  18
   2
  2
 
      Benefits and expenses paid  (8)  (7)   (18)  (17)   (2)  (2) 
      Effect of foreign exchange
rate changes
  5
  0
   0
  0
   0
  0
 
               Fair value of plan assets, end of year  229
  198
   359
  336
   0
  0
 
Funded status of the plans(1)
  $(100)  $(78)   $(439)  $(399)   $(37)  $(40) 
                      
Amounts recognized in accumulated other
comprehensive income:
                     
      Net actuarial (gain) loss  $67
  $42
   $189
  $175
   $7
  $12
 
      Prior service (credit) cost  (2)  (2)   (4)  (4)   0
  (11) 
               Total included in accumulated
other comprehensive income
  $65
  $40
   $185
  $171
   $7
  $1
 
Accumulated benefit obligation  $288
  $244
   $670
  $621
     N/A
(2) 
 N/A
(2) 
(1) Recognized in other liabilities in the consolidated balance sheets
(2) Not applicable

(3) Actuarial losses increased due to lower discount rates at the end of 2019. Also, additional funds were contributed to the U.S. funded defined benefit plan in 2019. The Company contributed $95 million in 2019 compared to $60 million in 2018.

157163






Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets
  Pension Benefits
  Japan   U.S.
(In millions) 2019 2018   2019 2018 
Accumulated benefit obligation  $390
   $356
    $886
   $746
 
Fair value of plan assets  344
   289
    644
   465
 

Information for Pension Plans with a Projected Benefit Obligation in Excess of Plan Assets
 Pension Benefits Other
 Japan  U.S.  Postretirement Benefits
 2016 2015 2014  2016 2015 2014  2016 2015 2014 
Weighted-average actuarial assumptions:                               
Discount rate - net periodic benefit cost1.75% 1.75% 2.25%  4.50% 4.50% 4.75%  4.50% 4.50% 4.75% 
Discount rate - benefit obligations1.25
 1.75
 1.75
  4.25
 4.50
 4.50
   4.25
 4.50
 4.50
  
Expected long-term return on plan assets2.00
 2.00
 2.00
  7.00
 7.25
 7.50
  N/A
(1) 
N/A
(1) 
N/A
(1) 
Rate of compensation increaseN/A
(1) 
N/A
(1) 
N/A
(1) 
 4.00
 4.00
 4.00
  N/A
(1) 
N/A
(1) 
N/A
(1) 
Health care cost trend ratesN/A
(1) 
N/A
(1) 
N/A
(1) 
 N/A
(1) 
N/A
(1) 
N/A
(1) 
  5.20
(2) 
5.30
(2) 
5.70
(2) 
  Pension Benefits
  
Japan (1)
   
U.S.(2)
(In millions) 2019 2018   2019 2018 
Projected benefit obligation  $436
   $396
    $1,058
   $875
 
Fair value of plan assets  344
   289
    644
   465
 
(1)The net amount of projected benefit obligation and plan assets for the underfunded (including unfunded) Japan pension plan was $92 and $107 at December 31, 2019 and 2018, respectively, and was classified as liabilities on the statement of financial position.
(2) The net amount of projected benefit obligation and plan assets for the underfunded (including unfunded) U.S. pension plan was $414 and $410 at December 31, 2019 and 2018, respectively, and was classified as liabilities on the statement of financial position.
Information for other postretirement benefit plans with an accumulated postretirement benefit obligation in excess of plan assets has been disclosed in the note on “Obligations and Funded Status” because all the other postretirement benefit plans are unfunded or underfunded.
 Pension Benefits Other
 Japan  U.S.  Postretirement Benefits
 2019 2018 2017  2019 2018 2017  2019 2018 2017 
Weighted-average actuarial assumptions:                               
Discount rate - net periodic benefit cost1.25% 1.25% 1.25%  4.25% 3.75% 4.25%  4.25% 3.75% 4.25% 
Discount rate - benefit obligations.75
 1.25
 1.25
  3.25
 4.25
 3.75
   3.25
 4.25
 3.75
  
Expected long-term return on plan assets2.00
 2.00
 2.00
  6.25
 6.50
 6.75
  N/A
(1) 
N/A
(1) 
N/A
(1) 
Rate of compensation increaseN/A
(1) 
N/A
(1) 
N/A
(1) 
 4.00
 4.00
 4.00
  N/A
(1) 
N/A
(1) 
N/A
(1) 
Health care cost trend ratesN/A
(1) 
N/A
(1) 
N/A
(1) 
 N/A
(1) 
N/A
N/A
(1) 
  7.50
(2) 
7.40
(2) 
5.40
(2) 
(1) Not applicable
(2)For the years 20162019, 20152018 and 20142017, the health care cost trend rates are expected to trend down to 4.5%3.8% in 7454 years, 4.5%4.1% in 7861 years, and 4.6%4.5% in 7877 years, respectively.

We determine ourThe Company determines its discount rate assumption for ourits pension retirement obligations based on indices for AA corporate bonds with an average duration of approximately 20 years for the Japan pension plans and 17 years for the U.S. pension plans, and determination of the U.S. pension plans discount rate utilizes the 85-year85-year extrapolated yield curve. In Japan, participant salary and future salary increases are not factors in determining pension benefit cost or the related pension benefit obligation.


We base ourThe Company bases its assumption for the long-term rate of return on assets on historical trends (10-year(10-year or longer historical rates of return for the Japanese plan assets and 15-year15-year historical rates of return for the U.S. plan assets), expected future market movement, as well as the portfolio mix of securities in the asset portfolio including, but not limited to, style, class and equity and fixed income allocations. In addition, ourthe Company's consulting actuaries evaluate ourits assumptions for long-term rates of return under Actuarial Standards of Practice (ASOP). Under the ASOP, the actual portfolio type, mix and class is modeled to determine a best estimate of the long-term rate of return. WeThe Company in turn use those results to further validate ourits own assumptions.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point increase and decrease in assumed health care cost trend rates would have the following effects as of December 31, 2016:
164



(In millions)    
One percentage point increase:    
Increase in total service and interest costs  $0
 
Increase in postretirement benefit obligation  2
 
     
One percentage point decrease:    
Decrease in total service and interest costs  $0
 
Decrease in postretirement benefit obligation  2
 

Components of Net Periodic Benefit Cost
Pension and other postretirement benefit expenses are included in acquisition and operating expenses in the consolidated statements of earnings, which includes $8 million, $25 million and $35 million of other components of net periodic pension cost and postretirement costs (other than services costs) for the years ended December 31, included2019, 2018 and 2017, respectively. Total net periodic benefit cost includes the following components:

  Pension Benefits Other
   Japan  U.S. Postretirement Benefits
(In millions) 2019 2018 2017 2019 2018 2017 2019 2018 2017
Service cost  $22
   $19
   $20
   $23
   $27
   $24
   $0
   $0
   $0
 
Interest cost  7
   7
   6
   20
   31
   40
   1
   1
   1
 
Expected return on plan
assets
  (6)   (6)   (5)   (29)   (26)   (24)   0
   0
   0
 
Amortization of net actuarial
loss
  4
   1
   2
   10
   16
   14
   1
   1
   1
 
Net periodic (benefit) cost  $27
   $21
   $23
   $24
   $48
   $54
   $2
   $2
   $2
 

158



  Pension Benefits Other
   Japan  U.S. Postretirement Benefits
(In millions) 2016 2015 2014 2016 2015 2014 2016 2015 2014
Service cost  $16
   $15
   $15
   $23
   $23
   $20
   $1
   $1
   $1
 
Interest cost  9
   1
   9
   29
   18
   38
   2
   2
   2
 
Expected return on plan
assets
  (4)   (4)   (4)   (23)   (22)   (20)   0
   0
   0
 
Amortization of net actuarial
loss
  1
   1
   1
   13
   14
   11
   1
   2
   3
 
Amortization of prior service
cost (credit)
  0
   0
   0
   0
   0
   0
   (11)   (17)   (17) 
Net periodic (benefit) cost  $22
   $13
   $21
   $42
   $33
   $49
   $(7)   $(12)   $(11) 


Changes in Accumulated Other Comprehensive Income
The following table summarizes the amounts recognized in other comprehensive loss (income) for the years ended December 31:
  Pension Benefits Other
  Japan U.S. Postretirement Benefits
(In millions) 2019 2018 2017 2019 2018 2017 2019 2018 2017
Net actuarial loss (gain)  $1
   $52
   $(21)   $95
   $(13)   $28
   $4
   $4
   $0
 
Amortization of net actuarial loss  (4)   (1)   (2)   (10)   (16)   (14)   (1)   (1)   (1) 
     Total  $(3)   $51
   $(23)   $85
   $(29)   $14
   $3
   $3
   $(1) 

  Pension Benefits Other
  Japan U.S. Postretirement Benefits
(In millions) 2016 2015 2014 2016 2015 2014 2016 2015 2014
Net actuarial loss (gain)  $26
   $3
   $12
   $27
   $22
   $67
   $(4)   $(5)   $(3) 
Amortization of net actuarial loss  (1)   (1)   (1)   (13)   (14)   (11)   (1)   (2)   (3) 
Amortization of prior
service cost
  0
   0
   0
   0
   0
   0
   11
   17
   17
 
     Total  $25
   $2
   $11
   $14
   $8
   $56
   $6
   $10
   $11
 


Prior service credits of $51 million were incurred in 2013 for the plan amendment related to the change in eligibility for postretirement medical benefits, all of which had been amortized as of December 31, 2016. NoNaN transition obligations arose during 2016, and the transition obligations amortized to expense were immaterial for the years ended December 31, 2016, 2015 and 2014. Amortization of actuarial losses to expense in 2017 is estimated to be $2 million for the Japanese plans, $14 million for the U.S. plans and $1 million for the other postretirement benefits plan. Amortization of prior service costs and credits and transition obligations for all plans is expected to be negligible in 2017.2019.


Benefit Payments
The following table provides expected benefit payments, which reflect expected future service, as appropriate.
  Pension Benefits Other
(In millions) JapanU.S. Postretirement Benefits
2020  $13
  $25
   $3
 
2021  12
  27
   4
 
2022  17
  29
   4
 
2023  14
  30
   4
 
2024  16
  31
   4
 
2025-2029  84
  203
   16
 

  Pension Benefits Other
(In millions) JapanU.S. Postretirement Benefits
2017  $13
  $22
   $2
 
2018  8
  23
   2
 
2019  9
  24
   3
 
2020  10
  25
   3
 
2021  10
  27
   3
 
2022-2026  74
  180
   18
 


Funding


We planThe Company plans to make contributions of $21$35 million to the Japanese funded defined benefit plan and $10 millionin 2020. The Company does not plan to make any contributions to the U.S. funded defined benefit plan in 2017.2020. The Company funded additional contributions to the U.S. funded defined benefit plan in 2019. The funding policy for ourthe Company's non-qualified supplemental defined benefit pension plans and other postretirement benefits plan is to contribute the amount of the benefit payments made during the year.




159165






Plan Assets


The investment objective of ourthe Company's Japanese and U.S. funded defined benefit plans is to preserve the purchasing power of the plan's assets and earn a reasonable inflation-adjusted rate of return over the long term. Furthermore, we seekthe Company seeks to accomplish these objectives in a manner that allows for the adequate funding of plan benefits and expenses. In order to achieve these objectives, ourthe Company's goal is to maintain a conservative, well-diversified and balanced portfolio of high-quality equity, fixed-income and money market securities. As a part of ourits strategy, we havethe Company has established strict policies covering quality, type and concentration of investment securities. For ourthe Company's Japanese plan, these policies include limitations on investments in derivatives including futures, options and swaps, and low-liquidity investments such as real estate, venture capital investments, and privately issued securities. For ourthe Company's U.S. plan, these policies prohibit investments in precious metals, limited partnerships, venture capital, and direct investments in real estate. We areThe Company is also prohibited from trading on margin.


The plan fiduciaries for ourthe Company's funded defined benefit plans have developed guidelines for asset allocations reflecting a percentage of total assets by asset class, which are reviewed on an annual basis. Asset allocation targets as of December 31, 20162019 were as follows:
  Japan Pension U.S. Pension
Domestic equities  5%   40% 
International equities  20
   20
 
Fixed income securities  66
   40
 
Other  9
   0
 
     Total  100%   100% 

  Japan Pension U.S. Pension
Domestic equities  11%   40% 
International equities  15
   20
 
Fixed income securities  59
   40
 
Other  15
   0
 
     Total  100%   100% 


The U.S. Pension Plan had $100 million in cash at December 31, 2019. The plan fiduciaries authorized investing a contribution made to the Plan in 2019 on a graduated basis over a period of time.

The following table presents the fair value of Aflac Japan's pension plan assets that are measured at fair value on a recurring basis as of December 31. All of these assets are classified as Level 2 in the fair value hierarchy, except cash and cash equivalents which are classified as Level 1.hierarchy.
(In millions)2019 2018
Japan pension plan assets:       
     Equities:       
        Japanese equity securities $17
   $14
 
        International equity securities 67
   50
 
     Fixed income securities:       
        Japanese bonds 20
   34
 
        International bonds 207
   160
 
     Insurance contracts 33
   31
 
        Total $344
   $289
 
(In millions)2016 2015
Japan pension plan assets:       
     Equities:       
        Japanese equity securities $28
   $22
 
        International equity securities 40
   33
 
     Fixed income securities:       
        Japanese bonds 79
   71
 
        International bonds 55
   48
 
     Insurance contracts 27
   23
 
     Cash and cash equivalents 0
   1
 
        Total $229
   $198
 


The following table presents the fair value of Aflac U.S.'s pension plan assets that are measured at fair value on a recurring basis as of December 31. All of these assets are classified as Level 1 in the fair value hierarchy.



160166






(In millions)2019 2018
U.S. pension plan assets:       
     Mutual funds:       
        Large cap equity funds $179
   $120
 
        Mid cap equity funds 22
   17
 
        Real estate equity funds 16
   13
 
        International equity funds 112
   92
 
        Fixed income bond funds 209
   179
 
     Aflac Incorporated common stock 6
   5
 
     Cash and cash equivalents 100
   39
 
        Total $644
   $465
 

(In millions)2016 2015
U.S. pension plan assets:       
     Mutual funds:       
        Large cap equity funds $104
   $94
 
        Mid cap equity funds 19
   16
 
        Real estate equity funds 10
   10
 
        International equity funds 85
   77
 
        Fixed income bond funds 136
   134
 
     Aflac Incorporated common stock 4
   4
 
     Cash and cash equivalents 1
   1
 
        Total $359
   $336
 


The fair values of ourthe Company's pension plan investments categorized as Level 1, consisting of mutual funds and common stock, are based on quoted market prices for identical securities traded in active markets that are readily and regularly available to us.the Company. The fair values of ourthe Company's pension plan investments classified as Level 2 are based on quoted prices for similar assets in markets that are not active, other inputs that are observable, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates, or other market-corroborated inputs.

401(k) Plan


The Company sponsors a 401(k) plan in which we matchit matches a portion of U.S. employees' contributions. The plan provides for salary reduction contributions by employees and in 2016, 2015, and 2014, providedprovides for matching contributions bywhich, starting January 1, 2018, the Company of 50%increased to 100% of each employee's contributions which were not in excess of 6%4% of the employee's annual cash compensation.

On January 1, 2014, thecompensation as a result of tax reform. The Company began providingalso provides a nonelective contribution to the 401(k) plan of 2% of annual cash compensation for employees who elected to optopted out of the future benefits of the U.S. defined benefit plan during the election period provided during the fourth quarter of 2013 and for new U.S. employees who started working for the Company after September 30, 2013.employees.


The 401(k) contributions by the Company, included in acquisition and operating expenses in the consolidated statements of earnings, were $11$18 million in 2016, $9both 2019 and 2018 and $15 million in 2015 and $7 million in 2014.2017. The plan trustee held approximately one2.6 million shares of ourthe Company's common stock for plan participants at December 31, 2016.2019.


Stock Bonus Plan


Aflac U.S. maintains a stock bonus plan for eligible U.S. sales associates. Plan participants receive shares of Aflac Incorporated common stock based on their new annualized premium sales and their first-year persistency of substantially all new insurance policies. The cost of this plan, which was capitalized as deferred policy acquisition costs, amounted to $31 million in 2016, compared with $34 million in 20152019, 2018 and $36 million in 2014.2017.
15. COMMITMENTS AND CONTINGENT LIABILITIES
We have twoThe Company has 2 outsourcing agreements with a technology and consulting corporation. The first agreement provides mainframe computer operations, distributed mid-range server computer operations, and related support for Aflac Japan. It has a remaining term of fourthree years and an aggregate remaining cost of 36.7¥26.7 billion yen ($315244 million using the December 31, 2016,2019, exchange rate). The second agreement provides application maintenance and development services for Aflac Japan. It has a remaining term of fivefour years and an aggregate remaining cost of 11.9¥6.6 billion yen ($10261 million using the December 31, 2016,2019, exchange rate).


We haveThe Company has an outsourcing agreement with a management consulting and technology services company to provide application maintenance and development services for ourits Japanese operation. The agreement has a remaining term of fivetwo years with an aggregate remaining cost of 15.4¥6.9 billion yen ($13263 million using the December 31, 2016,2019, exchange rate).



161




We have twoThe Company has 2 outsourcing agreements with information technology and data services companies to provide application maintenance and development services for ourits Japanese operation. The first agreement has a remaining term of three years with an aggregate remaining cost of 6.1¥5.5 billion yen ($5350 million using the December 31, 2016,2019, exchange rate). The second agreement has a remaining term of one yearthree years with an aggregate remaining cost of 740 million yen¥4.9 billion ($645 million using the December 31, 2016,2019, exchange rate).


As of December 31, 2016, we have commitments of $779 million to fund potential future loan originations related to our investment in middle market loans. These commitments are contingent upon the availability of middle market loans that meet our underwriting criteria. In addition, we had commitments of $19 million to fund potential future loan originations related to our investment in commercial mortgage loans. These commitments are contingent on the final underwriting and due diligence to be performed and may or may not be funded. See Note 3 of the Notes to the Consolidated
167



We lease office space and equipment under agreements that expire in various years through 2026. Future minimum lease payments due under non-cancelable operating leases at December 31, 2016, were as follows:


(In millions) 
2017$62
201841
201918
202013
202111
Thereafter0
   Total future minimum lease payments$145



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


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

Guaranty Fund Assessments

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

In 2009, the Pennsylvania Insurance Commissioner placed long-term care insurer Penn Treaty Network America Insurance Company and its subsidiary American Network Insurance Company (collectively referred to as Penn Treaty), neither of which is affiliated with Aflac, in rehabilitation and petitioned a state court for approval to liquidate Penn Treaty. A final order of liquidation was granted by a recognized judicial authority on March 1, 2017, and as a result, Penn Treaty is in the process of liquidation. The Company estimated and recognized the impact of its share of guaranty fund assessments resulting from the liquidation using a discounted rate of 4.25%. The Company recognized a discounted liability for the assessments of $62 million (undiscounted $94 million), offset by discounted premium tax credits of $48 million (undiscounted $74 million), for a net $14 million impact to net income in the quarter ended March 31, 2017. The Company paid a majority of these assessments by March 31, 2019. The Company used the cost estimate provided as of the liquidation date by the National Organization of Life and Health Guaranty Associations (NOLHGA) to calculate its estimated assessments and tax credits. Other guaranty fund assessments for the years ended December 31, 2019, 2018, and 2017 were immaterial.

16. UNAUDITED CONSOLIDATED QUARTERLY FINANCIAL DATA


In management's opinion, the following quarterly financial information fairly presents the results of operations for such periods and is prepared on a basis consistent with ourthe Company's annual audited financial statements.
 


162168






(In millions, except for per-share amounts)March 31,
2019
 June 30,
2019
 September 30,
2019
 December 31,
2019
Net premium income $4,691
   $4,681
   $4,736
   $4,671
 
Net investment income 878
   878
   936
   886
 
Realized investment gains (losses) 71
   (66)   (153)   12
 
Other income (loss) 17
   18
   17
   34
 
Total revenues 5,657
   5,511
   5,536
   5,603
 
Total benefits and expenses 4,415
   4,402
   4,500
   4,545
 
Earnings before income taxes 1,242
   1,109
   1,036
   1,058
 
Total income tax 314
   292
   259
   276
 
Net earnings $928
   $817
   $777
   $782
 
Net earnings per basic share $1.23
   $1.10
   $1.05
   $1.07
 
Net earnings per diluted share 1.23
   1.09
   1.04
   1.06
 
Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding.
                
(In millions, except for per-share amounts)March 31,
2018
 June 30,
2018
 September 30,
2018
 December 31,
2018
Net premium income $4,745
   $4,706
   $4,636
   $4,591
 
Net investment income 837
   862
   870
   874
 
Realized investment gains (losses) (134)   3
   56
   (355) 
Other income (loss) 16
   18
   15
   16
 
Total revenues 5,464
   5,589
   5,577
   5,126
 
Total benefits and expenses 4,482
   4,458
   4,431
   4,404
 
Earnings before income taxes 982
   1,131
   1,146
   722
 
Total income tax 265
   299
   301
   197
 
Net earnings $717
   $832
   $845
   $525
 
Net earnings per basic share $.92
   $1.08
   $1.10
   $.69
 
Net earnings per diluted share .91
   1.07
   1.09
   .69
 
(In millions, except for per-share amounts)March 31,
2016
 June 30,
2016
 September 30,
2016
 December 31,
2016
Net premium income $4,602
   $4,823
   $5,022
   $4,778
 
Net investment income 801
   822
   842
   813
 
Realized investment gains (losses) 73
   (187)   (146)   137
 
Other income (loss) (25)   (21)   (2)   227
 
Total revenues 5,451
   5,437
   5,716
   5,955
 
Total benefits and expenses 4,334
   4,603
   4,753
   4,802
 
Earnings before income taxes 1,117
   834
   963
   1,153
 
Total income tax 386
   286
   334
   402
 
Net earnings $731
   $548
   $629
   $751
 
Net earnings per basic share $1.75
   $1.33
   $1.54
   $1.85
 
Net earnings per diluted share 1.74
   1.32
   1.53
   1.84
 
Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding.
                
(In millions, except for per-share amounts)March 31,
2015
 June 30,
2015
 September 30,
2015
 December 31,
2015
Net premium income $4,432
   $4,364
   $4,380
   $4,394
 
Net investment income 782
   777
   784
   792
 
Realized investment gains (losses) 13
   127
   (114)   114
 
Other income (loss) (1)   19
   (10)   19
 
Total revenues 5,226
   5,287
   5,040
   5,319
 
Total benefits and expenses 4,213
   4,413
   4,176
   4,209
 
Earnings before income taxes 1,013
   874
   864
   1,110
 
Total income tax 350
   301
   297
   380
 
Net earnings $663
   $573
   $567
   $730
 
Net earnings per basic share $1.52
   $1.33
   $1.32
   $1.72
 
Net earnings per diluted share 1.51
   1.32
   1.32
   1.71
 

Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding.


17. SUBSEQUENT EVENTS


In January 2017,2020, the Parent Company issued 60.0 billion yen ofused proceeds from senior notes through a U.S. public debt offering. Theissued in December 2019 to redeem $350 million of its 4.00% fixed-rate senior notes bear interest at a fixed rate of .932% per annum, payable semi-annually, and have a 10-year maturity. These notes may only be redeemed before maturity, in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.due February 2022.


163169





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There have been no changes in, or disagreements with, accountants on accounting and financial disclosure matters during the years ended December 31, 20162019 and 20152018.


ITEM 9A. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


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


Internal Control Over Financial Reporting


(a) Management's Annual Report on Internal Control Over Financial Reporting


Management's Annual Report on Internal Control Over Financial Reporting is incorporated herein by reference from Part II, Item 8 of this report.
(b) Attestation Report of the Registered Public Accounting Firm


The Attestation Report of the Registered Public Accounting Firm on the Company's internal control over financial reporting is incorporated herein by reference from Part II, Item 8 of this report.
(c) Changes in Internal Control Over Financial Reporting


There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter of 20162019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. In connection with adoption of new accounting standards associated with accounting for credit losses as detailed in Note 1 of the Notes to the Consolidated Financial Statements, the Company has implemented a new system, and related processes and controls to ensure appropriate accounting and disclosures are developed and maintained.
ITEM 9B. OTHER INFORMATION
Not applicable.



164170





PART III
Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the Company's definitive Notice and Proxy Statement relating to the Company's 20172020 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or about March 17, 2017,20, 2020, pursuant to Regulation 14A under the Exchange Act. The Audit Committee Report and Compensation Committee Report to be included in such proxy statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 as a result of such furnishing in Items 10 and 11, respectively.




  
Refer to the Information Contained in the Proxy
Statement under Captions (filed electronically)
   
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Information about the Company's Executive Officers -
see-see Part I, Item 1 herein
1. Election of Directors; Delinquent Section 16(a) Beneficial Ownership Reporting Compliance;Reports; Audit and Risk Committee; Audit and Risk Committee Report; Director Nominating Process; and Code of Business Conduct and Ethics
ITEM 11.EXECUTIVE COMPENSATION
Director Compensation; Compensation Committee; Compensation Committee Report; Compensation Discussion and Analysis; 20162019 Summary Compensation Table; 20162019 Grants of Plan-Based Awards; 20162019 Outstanding Equity Awards at Fiscal Year-End; 20162019 Option Exercises and Stock Vested; Pension Benefits; Nonqualified Deferred Compensation; Potential Payments Upon Termination or Change-In-Control; and Compensation Committee Interlocks and Insider Participation


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSPrincipal Shareholders; Election of Directors (Proposal 1); Security Ownership of Management; and Equity Compensation Plan Information
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCERelated Person Transactions; and Director Independence
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESRatification of Appointment of Independent Registered Public Accounting Firm (Proposal 3); and Audit and Risk Committee


165171





PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)1.FINANCIAL STATEMENTSPage(s)
     
  Included in Part II, Item 8, of this report: 
         Aflac Incorporated and Subsidiaries: 
                Report of Independent Registered Public Accounting Firm
  
       Consolidated Statements of Earnings for each of the years in the three-
           year period ended December 31, 20162019
  
       Consolidated Statements of Comprehensive Income for each of the
           years in the three-year period ended December 31, 20162019
                Consolidated Balance Sheets as of December 31, 20162019 and 20152018
  
       Consolidated Statements of Shareholders' Equity for each of the years
           in the three-year period ended December 31, 20162019
  
       Consolidated Statements of Cash Flows for each of the years in the
           three-year period ended December 31, 20162019
                Notes to the Consolidated Financial Statements
                Unaudited Consolidated Quarterly Financial Data
     
 2.FINANCIAL STATEMENT SCHEDULES 
     
  Included in Part IV of this report: 
              Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
Schedule II -Condensed Financial Information of Registrant as of December 31, 20162019 and 2015,2018, and for each of the years in the three-year period ended December 31, 20162019
              Schedule III -Supplementary Insurance Information as of December 31, 20162019 and 2015,2018, and for each of the years in the three-year period ended December 31, 20162019
              Schedule IV -Reinsurance for each of the years in the three-year period ended December 31, 20162019
     
 3.EXHIBIT INDEX 
     
  An “Exhibit Index” has been filed as part of this Report beginning on the following page and is incorporated herein by this reference. 


Schedules other than those listed above are omitted because they are not required, are not material, are not applicable, or the required information is shown in the financial statements or notes thereto.


In reviewing the agreements included as exhibits to this annual report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.


Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.


166172





ITEM 16. FORM 10-K SUMMARY
Not applicable


173



Glossary of Selected Terms

Throughout this Annual Report on Form 10-K, the Company may use certain terms which are defined below.

Adjusted Earnings Per Diluted Share Excluding the
Impact of Foreign Currency – Adjusted earnings are adjusted revenues less benefits and adjusted expenses. The adjustments to both revenues and expenses account for certain items that cannot be predicted or that are outside management’s control. Adjusted revenues are U.S. GAAP total revenues excluding realized investment gains and losses, except for amortized hedge costs/income related to foreign currency exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring or other items not associated with the normal course of the company’s insurance operations and that do not reflect Aflac’s underlying business performance. The most comparable U.S. GAAP measure is net earnings. Adjusted earnings per share (basic or diluted) are the adjusted earnings for the period divided by the weighted average outstanding shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share. This metric is then adjusted using the average yen/dollar exchange rate for the comparable prior year period, which eliminates dollar based fluctuations driven solely from currency rate changes.

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

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

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

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

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

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

In-force PoliciesA count of policies that are active contracts at the end of a period.
Net Investment Income – The income derived from interest and dividends on invested assets, after deducting investment expenses

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

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

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

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

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

Total Return to Shareholders – Appreciation of a shareholder’s investment over a period of time, including reinvested cash dividends paid during that time


174



Defined Terms

Throughout this Annual Report on Form 10-K, the Company may use abbreviations, acronyms and defined terms which are defined below.
ACAAffordable Care Act
AFSAvailable-for-Sale
AOCIAccumulated Other Comprehensive Income
APPIAct on the Protection of Personal Information
ASCAccounting Standards Codification
ASOPActuarial Standards of Practice
ASUAccounting Standards Update
BoJBank of Japan
CDSsCredit Default Swaps
CFTCCommodity Futures Trading Commission
CMLsCommercial Mortgage Loans
COSOCommittee of Sponsoring Organizations of the Treadway Commission
CSAsCredit Support Annexes
DACDeferred Policy Acquisition Costs
DTLDeferred Tax Liability
Dodd-FrankTitle VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
DTADeferred Tax Asset
ECBEuropean Central Bank
EPSEarnings Per Share
FASBFinancial Accounting Standard Boards
FHLBFederal Home Loan Bank of Atlanta
FIOFederal Insurance Office
FSAJapanese Financial Services Agency
GLBAGramm-Leach-Bliley Act of 1999
HIPAAHealth Insurance Portability and Accountability Act of 1996
HTMHeld-to-Maturity
IRSInternal Revenue Service
ISDAInternational Swaps and Derivatives Association, Inc.
ISOsIncentive Stock Options
Japan Post GroupJapan Post Holdings Co., Ltd., JPC and JPI, collectively
Japan Post HoldingsJapan Post Holdings Co., Ltd.
JGBJapan Government Bond
JPCJapan Post Co. Ltd
JPIJapan Post Insurance Co., Ltd.
LDPLiberal Democratic Party
LIBORLondon Interbank Offered Rate
LIPPCLife Insurance Policyholder Protection Corporation
MD&AManagement's Discussion and Analysis of Financial Condition and Results of Operations
MMLsMiddle Market Loans
MOFMinistry of Finance
NAICNational Association of Insurance Commissioners
NDOINebraska Department of Insurance
NOLHGANational Organization of Life and Health Guaranty Associations
NQSOsNon-qualifying Stock Options

175



NRSROsNationally Recognized Statistical Rating Organizations
NYDFSNew York Department of Financial Services
OISOvernight Index Swap
ORSAOwn Risk and Solvency Assessment
OTCOver-the-Counter
OTTIOther-than-temporary Impairment
PCD Financial AssetsPurchased Credit-Deteriorated Financial Assets
PCI Financial AssetsPurchased Credit-Impaired Financial Assets
PRMPolicy Reserve Matching
PSUsPerformance-based restricted stock units
RBCRisk-Based Capital
S&P 500Standard & Poor's 500 Index
S&P Life and HealthStandard & Poor's Life and Health Insurance Index
SAB 118Staff Accounting Bulletin 118
SAPStatutory Accounting Principles
SCDOISouth Carolina Department of Insurance
SECSecurities and Exchange Commission
SIFMASecurities Industry and Financial Markets Association
Singapore LifeSingapore Life Pte. Ltd.
SMISolvency Modernization Initiative
SMRSolvency Margin Ratio
SOFRSecured Overnight Financing Rate
TACTotal Adjusted Capital
Tax ActTax Cuts and Jobs Act
The PlanAflac Incorporated Long-Term Incentive Plan
TIBORTokyo Interbank Market Rate
TREsTransitional Real Estate Loans
TTMTelegraphic Transfer Middle Rate
U.S. GAAPU.S. Generally Accepted Accounting Principles
USTTreasury Obligations of the U.S. Government
VIEsVariable Interest Entities


176



(b)
EXHIBIT INDEX(1)
 -    Articles of Incorporation, as amended – incorporated by reference from Form 10-Q for June 30, 2008, Exhibit 3.0 (File No. 001-07434).3.0.
 -    Bylaws of the Corporation, as amended and restated – incorporated by reference from Form 8-K dated November 10, 2015, Exhibit 3.1 ( File No. 001-07434)3.1.
 4.0-    There are no instruments with respect to long-term debt not being registered in which the total amount of securities authorized exceeds 10% of the total assets of Aflac Incorporated and its subsidiaries on a consolidated basis. We agreeThe Company agrees to furnish a copy of any long-term debt instrument to the Securities and Exchange Commission upon request.
 -
Description of common stock securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

-    Indenture, dated as of May 21, 2009, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference from Form 8-K dated May 21, 2009, Exhibit 4.1 (File No. 001-07434).4.1.
 4.2-    Second Supplemental Indenture, dated as of December 17, 2009, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 6.900% Senior Note due 2039) – incorporated by reference from Form 8-K dated December 14, 2009, Exhibit 4.1 (File No. 001-07434).4.1.
 4.3-    Third Supplemental Indenture, dated as of August 9, 2010, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 6.45% Senior Note due 2040) - incorporated by reference from Form 8-K dated August 4, 2010, Exhibit 4.1 (File No. 001-07434).4.1.
 4.4-Fifth Supplemental Indenture, dated as of February 10, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.65% Senior Note due 2017) - incorporated by reference from Form 8-K dated February 8, 2012, Exhibit 4.1 (File No. 001-07434).
- Sixth Supplemental Indenture, dated as of February 10, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 4.00% Senior Note due 2022) - incorporated by reference from Form 8-K dated February 8, 2012, Exhibit 4.2 (File No. 001-07434).4.2.
 -Seventh Supplemental Indenture, dated as of July 31, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.65% Senior Note due 2017) - incorporated by reference from Form 8-K dated July 27, 2012, Exhibit 4.1 (File No. 001-07434).
4.7- Eighth Supplemental Indenture, dated as of June 10, 2013, 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 2023) - incorporated by reference from Form 8-K dated June 10, 2013, Exhibit 4.1 (File No. 001-07434).4.1.
 4.8- Ninth Supplemental Indenture, dated as of 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 2024) - incorporated by reference from Form 8-K dated November 4, 2014, Exhibit 4.1 (File No. 001-07434).4.1.
 4.9-Tenth Supplemental Indenture, dated as of March 12, 2015, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.40% Senior Note due 2020) - incorporated by reference from Form 8-K dated March 9, 2015, Exhibit 4.1 (File No. 001-07434).
4.10- Eleventh Supplemental Indenture, dated as of March 12, 2015, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.25% Senior Note due 2025) - incorporated by reference from Form 8-K dated March 9, 2015, Exhibit 4.2 (File No. 001-07434).4.2.
 4.11- 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 (File No. 001-07434).4.1.
 4.12- 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 (File No. 001-07434).4.2.
 4.13- 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 (File No. 001-07434).4.1.
-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.
-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.
-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.
-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.
-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.


167177





 4.14-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.
-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.
-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.
- 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 (File No. 001-07434).4.1.
 4.15- FirstSecond Supplemental Indenture, dated as of September 26, 2012,October 23, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 5.50%2.108% Subordinated Debenture due 2052) –2047) - incorporated by reference from Form 8-K dated September 26, 2012,October 23, 2017, Exhibit 4.2 (File No. 001-07434).4.1.
 10.0*-    American Family Corporation Retirement Plan for Senior Officers, as amended and restated October 1, 1989 – incorporated by reference from 1993 Form 10-K, Exhibit 10.2 (File No. 001-07434).10.2.
 10.1*-    Amendment to American Family Corporation Retirement Plan for Senior Officers, dated December 8, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.1 (File No. 001-07434).10.1.
 10.2*- Second Amendment to the American Family Corporation Retirement Plan for Senior Officers, dated November 16, 2012 – incorporated by reference from Form 10-Q for September 30, 2016, Exhibit 10.2 (File No. 001-07434).10.2.
 10.3*- Third Amendment to the American Family Corporation Retirement Plan for Senior Officers, dated October 18, 2016 – incorporated by reference from Form 10-Q for September 30, 2016, Exhibit 10.3 (File No. 001-07434).10.3.
 10.4*-    Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2008 Form 10-K, Exhibit 10.5 (File No. 001-07434).10.5.
 10.5*- First Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2012 Form 10-K, Exhibit 10.3 (File No. 001-07434).10.3.
 10.6*- Second Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2014 Form 10-K, Exhibit 10.4 (File No. 001-07434).10.4.
 10.7*-    Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective September 1, 2015 – incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.5 (File No. 001-07434).10.5.
 10.8*- First Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective September 1, 2015 – incorporated by reference from Form 10-Q for September 30, 2016, Exhibit 10.8 (File No. 001-07434).10.8.
 10.9*-Second Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective September 1, 2015 – incorporated by reference from Form 10-Q for March 31, 2017, Exhibit 10.9.
-Third Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective September 1, 2015 – incorporated by reference from 2018 Form 10-K, Exhibit 10.10.
-Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective January 1, 2020.
- Aflac Incorporated 2013 Management Incentive Plan – incorporated by reference from the 2012 Proxy Statement, Appendix B (File No. 001-07434).B.
 10.10*-Aflac Incorporated 2018 Management Incentive Plan - incorporated by reference from the 2017 Proxy Statement, Appendix B.
- 1999 Aflac Associate Stock Bonus Plan, amended and restated as of January 1, 2013 – incorporated by reference from Form 10-Q for March 31, 2013, Exhibit 10.10 (File No. 001-07434).10.10.
 10.11*-    Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from the 1997 Shareholders’ Proxy Statement, Appendix B (File No. 001-07434).B.

178



 10.12*-    Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.5 (File No. 001-07434).10.5.
 10.13*-    Form of Officer Stock Option Agreement (Incentive Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.6 (File No. 001-07434).10.6.
 10.14*-    Notice of grant of stock options and stock option agreement to officers under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.7 (File No. 001-07434).10.7.
 10.15*-    2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from the 2012 Proxy Statement, Appendix A (File No. 001-07434).A.
 10.16*- Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.13 (File No. 001-07434).10.13.
 10.17*- Notice of grant of stock options to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.14 (File No. 001-07434).10.14.
 10.18*- Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.15 (File No. 001-07434).

168



10.15.
 10.19*- Notice of restricted stock award to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.16 (File No. 001-07434).10.16.
 10.20*- U.S. Form of Employee Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for March 31, 2016, Exhibit 10.17 (File No. 001-07434).10.17.
 10.21*- Japan Form of Employee Restricted Stock Award 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, 2016, Exhibit 10.18 (File No. 001-07434).10.18.
 10.22*- Notice of time based restricted stock award under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.22 (File No. 001-07434).10.22.
 10.23*- 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 (File No. 001-07434).10.20.
 10.24*- 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 (File No. 001-07434).10.21.
 10.25*- 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 (File No. 001-07434).10.22.
 10.26*- 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 (File No. 001-07434).10.23.
 10.27*- U.S. Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.28 (File No. 001-07434).10.28.
 10.28*- Japan Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.29 (File No. 001-07434).10.29.
 10.29*- Japan Form of 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, 2016, Exhibit 10.26 (File No. 001-07434).10.26.
 10.30*-Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 8-K dated May 1, 2017, Exhibit 10.1.
-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.
-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.

179



-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.
-2017 Notice of performance based restricted stock and restricted stock award 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 10.2.
-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.
-2018 Notice of performance based restricted stock and 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 March 31, 2018, Exhibit 10.4.
- Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated February 9, 2010 – incorporated by reference from 2009 Form 10-K, Exhibit 10.26 (File No. 001-07434).10.26.
 10.31*- Amendment to Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated August 10, 2010 – incorporated by reference from Form 10-Q for September 30, 2010, Exhibit 10.27 (File No. 001-07434).10.27.
 10.32*-Aflac Life Insurance Japan Ltd. Officer Retirement Plan.
- Aflac Incorporated Employment Agreement with Daniel P. Amos, as amended and restated, dated August 20, 2015 – incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.29 (File No. 001-07434).10.29.
 10.33*-Aflac Incorporated Employment Agreement with Kriss Cloninger III, as amended and restated, dated August 20, 2015 – incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.30 (File No. 001-07434).
10.34*-Aflac Employment Agreement with Paul S. Amos II, as amended and restated, dated August 19, 2015 – incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.31 (File No. 001-07434).
10.35*- Aflac Employment Agreement with Eric M. Kirsch, as amended and restated, dated December 1, 2015 – incorporated by reference from Form 8-K dated December 1, 2015, Exhibit 10.1 (File No. 001-07434).10.1.
 10.36*-Amendment to Aflac Employment Agreement with Eric M. Kirsch, dated November 30, 2017 – incorporated by reference from 2017 Form 10-K, Exhibit 10.42.
- Aflac Incorporated Employment Agreement with Frederick J. Crawford, effective June 30, 2015 – incorporated by reference from Form 8-K dated June 24, 2015, Exhibit 10.1 (File No. 001-07434).10.1.
 11- Statement regarding the computation of per-share earningsAflac Incorporated Employment Agreement with Charles D. Lake II, dated January 1, 2018 – incorporated by reference from Form 10-Q for the Registrant.March 31, 2018, Exhibit 10.5.
 12- Statement regarding the computation of ratio of earningsAmendment to fixed charges for the Registrant.Aflac Incorporated Employment Agreement with Charles D. Lake II, effective January 1, 2020.
 -Aflac Incorporated Employment Agreement with Audrey Boone Tillman, dated June 11, 2015 – incorporated by reference from Form 10-Q for March 31, 2018, Exhibit 10.6.
-Basic Agreement regarding the “Strategic Alliance Based on Capital Relationship”, dated December  19, 2018, by and among Japan Post Holdings Co., Ltd., Aflac Incorporated and Aflac Life Insurance Japan Ltd. – incorporated by reference from Form 8-K dated December 19, 2018, Exhibit 10.1.
-Letter Agreement, dated December 19, 2018, by and between Japan Post Holdings Co., Ltd. and Aflac Incorporated – incorporated by reference from Form 8-K dated December 19, 2018, Exhibit 10.2.
-Shareholders Agreement, dated February 28, 2019, by and between Aflac Incorporated, Japan Post Holdings Co., Ltd., J&A Alliance Holdings Corporation (solely in its capacity as trustee of J&A Alliance Trust), and General Incorporated Association J&A Alliance – incorporated by reference from Form 10-Q for March 31, 2019, Exhibit 10.50.
- Subsidiaries.
 - Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-158969 with respect to the Aflac Incorporated 401(k) Savings and Profit Sharing Plan.

169



-Consent of independent registered public accounting firm KPMG LLP, to Form S-8 Registration Statement No. 333-27883 with respect to the Aflac Incorporated 1997 Stock Option Plan.
  - Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement Nos. 333-135327, 333-161269, and 333-202781 with respect to the Aflac Incorporated Executive Deferred Compensation Plan.
  - Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-200570 with respect to the Aflac Incorporated Market Director Deferred Compensation Plan.
  - Consent of independent registered public accounting firm, KPMG LLP, to Form S-8 Registration Statement No. 333-115105 and 333-219888 with respect to the 2004 Aflac Incorporated Long-Term Incentive Plan.
  - Consent of independent registered public accounting firm, KPMG LLP, to Form S-3 Registration Statement No. 333-197984333-219784 with respect to the AFL Stock Plan.

180



  - Consent of independent registered public accounting firm, KPMG LLP, to Form S-3 Registration Statement No. 333-203839333-227244 with respect to the Aflac Incorporated shelf registration statement.
 - Certification of CEO dated February 24, 2017,21, 2020, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
 - Certification of CFO dated February 24, 2017,21, 2020, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
 - Certification of CEO and CFO dated February 24, 2017,21, 2020, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 101.INS- 
XBRL Instance Document.(2)
Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 101.SCH- Inline XBRL Taxonomy Extension Schema.
 101.CAL- Inline XBRL Taxonomy Extension Calculation Linkbase.
 101.DEF- Inline XBRL Taxonomy Extension Definition Linkbase.
 101.LAB- Inline XBRL Taxonomy Extension Label Linkbase.
 101.PRE- Inline XBRL Taxonomy Extension Presentation Linkbase.
104-Cover Page Interactive Data File - formatted as Inline XBRL and contained in Exhibit 101.
     
(1) 
Copies of any exhibit are available upon request by calling ourthe Company's Investor Relations Department at 800.235.2667 - option 3
(2)
Includes the following materials contained in this Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, (vii) Financial Statement Schedules.
*Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.




170181





(c)FINANCIAL STATEMENT SCHEDULES


Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Aflac Incorporated:

Under date of February 24, 2017, we reported on the consolidated balance sheets of Aflac Incorporated and subsidiaries (the Company) as of December 31, 2016 and 2015, and 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, 2016, which are included herein. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules as listed in Item 15. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.


/s/ KPMG LLP
Atlanta, Georgia
February 24, 2017


171





SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT


Aflac Incorporated (Parent Only)
Condensed Statements of Earnings
Years ended December 31,Years ended December 31,
(In millions)2016    2015    20142019    2018    2017
Revenues:                                  
Dividends from subsidiaries(1)
 $2,020
      $2,393
      $1,483
 
Management and service fees from subsidiaries(1)
 265
      260
      272
  $151
      $190
      $297
 
Net investment income 18
      22
      13
  77
      69
      30
 
Interest from subsidiaries(1)
 5
      6
      6
  4
      4
      5
 
Realized investment gains (losses) 84
      86
      45
  98
      (16)      (1) 
Change in fair value of the cross-currency interest rate swaps (159)      (53)      314
 
Other income (loss) 0
      0
      (11) 
Total revenues 2,233
      2,714
      2,122
  330
      247
      331
 
Operating expenses:                                  
Interest expense 213
      231
      243
  200
      188
      197
 
Other operating expenses 277
(2) 
     321
(2) 
     88
 
Other operating expenses(2)
 221
      225
      180
 
Total operating expenses 490
      552
      331
  421
      413
      377
 
Earnings before income taxes and equity in undistributed earnings of
subsidiaries
 1,743
      2,162
      1,791
 
Income tax expense (benefit):                 
Current 3
      2
      1
 
Deferred (105)      (82)      120
 
Total income taxes (102)      (80)      121
 
Earnings before equity in undistributed earnings of subsidiaries 1,845
      2,242
      1,670
 
Equity in undistributed earnings of subsidiaries(1)
 814
      291
      1,281
 
Earnings before income taxes and equity in earnings of
subsidiaries
 (91)      (166)      (46) 
Income tax expense (benefit) (22)      (12)      (23) 
Earnings before equity in earnings of subsidiaries (69)      (154)      (23) 
Equity in earnings of subsidiaries(1)
 3,373
      3,074
      4,627
 
Net earnings $2,659
      $2,533
      $2,951
  $3,304
      $2,920
      $4,604
 
(1)Eliminated in consolidation
(2)Includes expense of $137$13 in 2016 and $230 in 20152017 for the payments associated with the early extinguishment of debt
See the accompanying Notes to Condensed Financial Statements.
See the accompanying Report of Independent Registered Public Accounting Firm.
 






172182





SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Aflac Incorporated (Parent Only)
Condensed Statements of Comprehensive Income (Loss)
  Years ended December 31,
(In millions)2019 2018 2017
Net earnings $3,304
   $2,920
   $4,604
 
Other comprehensive income (loss) before income taxes:           
Unrealized foreign currency translation gains (losses) during period 252
   232
   286
 
Unrealized gains (losses) on fixed maturity securities during period 5,852
   (3,109)   1,733
 
Unrealized gains (losses) on derivatives during period (12)   2
   1
 
Pension liability adjustment during period (85)   (25)   9
 
Total other comprehensive income (loss) before income taxes 6,007
   (2,900)   2,029
 
Income tax expense (benefit) related to items of other comprehensive
income (loss)
 1,543
   (797)   631
 
Other comprehensive income (loss), net of income taxes 4,464
   (2,103)   1,398
 
Total comprehensive income (loss) $7,768
   $817
   $6,002
 
  Years ended December 31,
(In millions)2016 2015 2014
Net earnings $2,659
   $2,533
   $2,951
 
Other comprehensive income (loss) before income taxes:           
Foreign currency translation adjustments:           
Unrealized foreign currency translation gains (losses)
during period - parent only
 0
   3
   39
 
Equity in unrealized foreign currency translation gains (losses) of
subsidiaries during period
 283
   357
   (1,494) 
Unrealized gains (losses) on investment securities:           
Unrealized holding gains (losses) on investment securities
during period - parent only
 2
   (8)   9
 
Equity in unrealized holding gains (losses) on investment securities
held by subsidiaries during period
 2,850
   (2,526)   5,938
 
Equity in reclassification adjustment for realized (gains) losses of
subsidiaries included in net earnings
 (53)   (61)   (54) 
Unrealized gains (losses) on derivatives during period 3
   0
   (17) 
Pension liability adjustment during period (45)   (20)   (76) 
Total other comprehensive income (loss) before
income taxes
 3,040
   (2,255)   4,345
 
Income tax expense (benefit) related to items of other comprehensive
income (loss)
 1,035
   (901)   1,803
 
Other comprehensive income (loss), net of income taxes 2,005
   (1,354)   2,542
 
Total comprehensive income (loss) $4,664
   $1,179
   $5,493
 

See the accompanying Notes to Condensed Financial Statements.
See the accompanying Report of Independent Registered Public Accounting Firm.






173183





SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Aflac Incorporated (Parent Only)
Condensed Balance Sheets
  December 31,
(In millions, except for share and per-share amounts)2019 2018
Assets:       
Investments and cash:       
Fixed maturity securities available for sale, at fair value
(amortized cost $1,506 in 2019 and $1,209 in 2018)
 $1,567
   $1,222
 
Investments in subsidiaries(1)
 30,744
   26,230
 
Other investments 36
   21
 
Cash and cash equivalents 2,508
   1,767
 
Total investments and cash 34,855
   29,240
 
Due from subsidiaries(1)
 170
   98
 
Income taxes receivable 337
   176
 
Other assets 405
   390
 
Total assets $35,767
   $29,904
 
Liabilities and shareholders' equity:       
Liabilities:       
Employee benefit plans $323
   $310
 
Notes payable 6,136
   5,765
 
Other liabilities 349
   367
 
Total liabilities 6,808
   6,442
 
Shareholders' equity:       
Common stock of $.10 par value. In thousands: authorized 1,900,000 shares in 2019 and 2018; issued 1,349,309 shares in 2019 and 1,347,540 shares in 2018 135
   135
 
Additional paid-in capital 2,313
   2,177
 
Retained earnings 34,291
   31,788
 
Accumulated other comprehensive income (loss):       
Unrealized foreign currency translation gains (losses) (1,623)   (1,847) 
Unrealized gains (losses) on fixed maturity securities 8,548
   4,234
 
Unrealized gains (losses) on derivatives (33)   (24) 
Pension liability adjustment (277)   (212) 
Treasury stock, at average cost (14,395)   (12,789) 
Total shareholders' equity 28,959
   23,462
 
Total liabilities and shareholders' equity $35,767
   $29,904
 

  December 31,
(In millions, except for share and per-share amounts)2016 2015
Assets:       
Investments and cash:       
Fixed maturity securities available for sale, at fair value
(amortized cost $483 in 2016 and $481 in 2015)
 $496
   $493
 
Investments in subsidiaries(1)
 23,353
   20,500
 
Other investments 3
   9
 
Cash and cash equivalents 2,037
   1,721
 
Total investments and cash 25,889
   22,723
 
Due from subsidiaries(1)
 75
   113
 
Income taxes receivable 103
   0
 
Other assets 497
   542
 
Total assets $26,564
   $23,378
 
        
Liabilities and shareholders' equity:       
Liabilities:       
Income taxes $0
   $8
 
Employee benefit plans 293
   274
 
Notes payable 5,339
   4,968
 
Other liabilities 450
   420
 
Total liabilities 6,082
   5,670
 
Shareholders' equity:       
Common stock of $.10 par value. In thousands: authorized 1,900,000 shares in
2016 and 2015; issued 671,249 shares in 2016 and 669,723 shares in 2015
 67
   67
 
Additional paid-in capital 1,976
   1,828
 
Retained earnings 25,981
   24,007
 
Accumulated other comprehensive income (loss):       
Unrealized foreign currency translation gains (1,983)   (2,196) 
Unrealized gains (losses) on investment securities 4,805
   2,986
 
Unrealized gains (losses) on derivatives (24)   (26) 
Pension liability adjustment (168)   (139) 
Treasury stock, at average cost (10,172)   (8,819) 
Total shareholders' equity 20,482
   17,708
 
Total liabilities and shareholders' equity $26,564
   $23,378
 
(1)Eliminated in consolidation
Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2016 related to debt issuance costs.
See the accompanying Notes to Condensed Financial Statements.
See the accompanying Report of Independent Registered Public Accounting Firm.






174184





SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Aflac Incorporated (Parent Only)
Condensed Statements of Cash Flows
  Years ended December 31,
(In millions)2019 2018 2017
Cash flows from operating activities:           
Net earnings $3,304
   $2,920
   $4,604
 
Adjustments to reconcile net earnings to net cash provided from
operating activities:
           
              Equity in earnings of subsidiaries(1)
 (3,373)   (3,074)   (4,627) 
 Cash dividends received from subsidiaries 3,466
   1,820
   2,001
 
 Other, net (203)   99
   (46) 
Net cash provided (used) by operating activities 3,194
   1,765
   1,932
 
Cash flows from investing activities:           
Fixed maturity securities sold 340
   207
   263
 
Fixed maturity securities purchased (639)   (254)   (329) 
Other investments sold (purchased) (16)   31
   (47) 
Settlement of derivatives 22
   (2)   223
 
Additional capitalization of subsidiaries(1)
 (214)   (62)   (69) 
Other, net 87
   (107)   (218) 
Net cash provided (used) by investing activities (420)   (187)   (177) 
Cash flows from financing activities:           
Purchases of treasury stock (1,627)   (1,301)   (1,351) 
Proceeds from borrowings 347
   1,020
   1,040
 
Principal payments under debt obligations 0
   (550)   (1,161) 
Dividends paid to shareholders (771)   (793)   (661) 
Treasury stock reissued 49
   58
   33
 
Proceeds from exercise of stock options 29
   34
   38
 
       Net change in amount due to/from subsidiaries(1)
 (58)   (4)   (5) 
Other, net (2)   0
   0
 
Net cash provided (used) by financing activities (2,033)   (1,536)   (2,067) 
Net change in cash and cash equivalents 741
   42
   (312) 
Cash and cash equivalents, beginning of period 1,767
   1,725
   2,037
 
Cash and cash equivalents, end of period $2,508
   $1,767
   $1,725
 

  Years ended December 31,
(In millions)2016 2015 2014
Cash flows from operating activities:           
Net earnings $2,659
   $2,533
   $2,951
 
Adjustments to reconcile net earnings to net cash provided from
operating activities:
           
              Equity in undistributed earnings of subsidiaries(1)
 (814)   (291)   (1,281) 
 Change in income tax liabilities (112)   6
   115
 
 Other, net 406
(2) 
  149
(2) 
  (72) 
Net cash provided (used) by operating activities 2,139
   2,397
   1,713
 
Cash flows from investing activities:           
Fixed maturity securities sold 225
   121
   38
 
Fixed maturity securities purchased (229)   (202)   (105) 
Other investments sold (purchased) 6
   14
   291
 
Settlement of derivatives 0
   147
   (1) 
Additional capitalization of subsidiaries(1)
 (36)   (43)   0
 
Other, net (25)   0
   0
 
Net cash provided (used) by investing activities (59)   37
   223
 
Cash flows from financing activities:           
Purchases of treasury stock (1,422)   (1,315)   (1,210) 
Proceeds from borrowings 986
   998
   750
 
Principal payments under debt obligations (621)   (1,272)   (335) 
Dividends paid to shareholders (658)   (656)   (654) 
Treasury stock reissued 46
   36
   33
 
Proceeds from exercise of stock options 36
   47
   23
 
       Net change in amount due to/from subsidiaries(1)
 (6)   43
   14
 
Other, net (125)
(2) 
  (232)
(2) 
  0
 
Net cash provided (used) by financing activities (1,764)   (2,351)   (1,379) 
Net change in cash and cash equivalents 316
   83
   557
 
Cash and cash equivalents, beginning of period 1,721
   1,638
   1,081
 
Cash and cash equivalents, end of period $2,037
   $1,721
   $1,638
 
(1)Eliminated in consolidation
(2)Operating activities excludes and financing activities includes a cash outflow of $137 in 2016 and $230 in 2015 for the payments associated with the early extinguishment of debt
See the accompanying Notes to Condensed Financial Statements.
See the accompanying Report of Independent Registered Public Accounting Firm.






175185





SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Aflac Incorporated (Parent Only)
Notes to Condensed Financial Statements
The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Aflac Incorporated and Subsidiaries included in Part II, Item 8 of this report.
(A) Notes Payable
A summary of notes payable as of December 31 follows:
(In millions)2019 2018
4.00% senior notes due February 2022 (1)
 $348
   $348
 
3.625% senior notes due June 2023 698
   698
 
3.625% senior notes due November 2024 747
   746
 
3.25% senior notes due March 2025 448
   447
 
2.875% senior notes due October 2026 298
   297
 
6.90% senior notes due December 2039 220
   220
 
6.45% senior notes due August 2040 254
   254
 
4.00% senior notes due October 2046 394
   394
 
4.750% senior notes due January 2049 541
   540
 
Yen-denominated senior notes and subordinated debentures:       
.932% senior notes due January 2027 (principal amount ¥60.0 billion) 545
     538
  
.500% senior notes due December 2029 (principal amount ¥12.6 billion) 114
   0
 
1.159% senior notes due October 2030 (principal amount ¥29.3 billion) 266
   262
 
.843% senior notes due December 2031 (principal amount ¥9.3 billion) 84
   0
 
1.488% senior notes due October 2033 (principal amount ¥15.2 billion) 138
   136
 
.934% senior notes due December 2034 (principal amount ¥9.8 billion) 88
   0
 
1.750% senior notes due October 2038 (principal amount ¥8.9 billion) 81
   79
 
1.122% senior notes due December 2039 (principal amount ¥6.3 billion) 57
   0
 
2.108% subordinated debentures due October 2047 (principal amount ¥60.0 billion) 543
   536
 
Yen-denominated loans:       
Variable interest rate loan due September 2026 (.42% in 2019 and .32 in 2018, principal amount ¥5.0 billion) 45
   45
 
Variable interest rate loan due September 2029 (.57% in 2019 and .47 in 2018, principal amount ¥25.0 billion) 227
   225
 
Total notes payable $6,136
     $5,765
  

(In millions)2016 2015
2.65% senior notes due February 2017 $649
    $651
 
2.40% senior notes due March 2020 547
   546
 
4.00% senior notes due February 2022 348
   348
 
3.625% senior notes due June 2023 696
   696
 
3.625% senior notes due November 2024 745
   744
 
3.25% senior notes due March 2025 445
   445
 
2.875% senior notes due October 2026 298
   0
 
6.90% senior notes due December 2039 220
   393
 
6.45% senior notes due August 2040 254
   445
 
4.00% senior notes due October 2046 394
   0
 
5.50% subordinated debentures due September 2052 486
   486
 
Yen-denominated Uridashi notes:       
2.26% notes paid September 2016 (principal amount 10 billion yen) 0
     83
  
Yen-denominated Samurai notes:       
1.84% notes paid July 2016 (principal amount 15.8 billion yen) 0
   131
 
Yen-denominated loans:       
Variable interest rate loan due September 2021 (.31% in 2016, principal amount 5.0
billion yen)
 43
     0
  
Variable interest rate loan due September 2023 (.46% in 2016, principal amount 25.0
billion yen)
 214
     0
  
Total notes payable $5,339
     $4,968
  
Prior-year amounts have been adjusted for the adoption of accounting guidance on(1) Redeemed in January 1, 2016 related to debt issuance costs.2020
Amounts in the table above are reported net of debt issuance costs and issuance premiums or discounts, if applicable, that are being amortized over the life of the notes.


During 2009, Aflac Japan bought on the open market 2.0 billion yen of yen-denominated Uridashi notes issued by the Parent Company. These notes were redeemed in September 2016. In consolidation, those notes were extinguished; however, they remained an outstanding liability forDecember 2019, the Parent Company until theirissued 4 series of senior notes totaling ¥38.0 billion through a public debt offering under its U.S. shelf registration statement. The first series, which totaled ¥12.6 billion, bears interest at a fixed rate of .500% per annum, payable semi-annually, and will mature in December 2029. The second series, which totaled ¥9.3 billion, bears interest at a fixed rate of .843% per annum, payable semi-annually, and will mature in December 2031. The third series, which totaled ¥9.8 billion, bears interest at a fixed rate of .934% per annum, payable semi-annually, and will mature in December 2034. The fourth series, which totaled ¥6.3 billion, bears interest at a fixed rate of 1.122% per annum, payable semi-annually, and will mature in December 2039. These notes may only be redeemed before maturity, date.in whole but not in part, upon the occurrence of certain changes affecting U.S. taxation, as specified in the indenture governing the terms of the issuance.


In September 2019, the Parent Company renewed a ¥30.0 billion senior term loan facility. The first tranche of the facility, which totaled ¥5.0 billion, bears interest at a rate per annum equal to the Tokyo interbank market rate (TIBOR), or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2026. The applicable margin ranges

186




between .30% and .70%, depending on the Parent Company's debt ratings as of the date of determination. The second tranche, which totaled ¥25.0 billion, bears interest at a rate per annum equal to the TIBOR, or alternate TIBOR, if applicable, plus the applicable TIBOR margin and will mature in September 2029. The applicable margin ranges between .45% and 1.00%, depending on the Parent Company's debt ratings as of the date of determination.

The aggregate contractual maturities of notes payable during each of the years after December 31, 2016,2019, are as follows:
(In millions)    
2017$650
 
20180
 
20190
 
2020550
 $0
 
202143
 0
 
2022350
 
2023700
 
2024750
 
Thereafter4,145
 4,386
 
Total$5,388
 $6,186
 


176





For further information regarding notes payable, see Note 9 of the Notes to the Consolidated Financial Statements.
(B) Derivatives
At December 31, 2016,2019, the Parent Company's outstanding freestanding derivative contracts were swaps, foreign currency forwards and options. The swaps are associated with ourits notes payable, consisting of cross-currency interest rate swaps, also referred to as foreign currency swaps, associated with ourthe Parent Company's senior notes due in February 2017, March 2020, February 2022, June 2023, November 2024 and March 2025,2025. The foreign currency forwards and subordinated debentures dueoptions are designated as derivative hedges of the foreign currency exposure of the Company's net investment in September 2052. We doAflac Japan. The Parent Company does not use derivative financial instruments for trading purposes, nor do wedoes it engage in leveraged derivative transactions. For further information regarding these derivatives, see Notes 1, 4 and 9 of the Notes to the Consolidated Financial Statements.
(C) Income Taxes
The Parent Company and its eligible U.S. subsidiaries file a consolidated U.S. federal income tax return. Income tax liabilities or benefits are recorded by each principal subsidiary based upon separate return calculations, and any difference between the consolidated provision and the aggregate amounts recorded by the subsidiaries is reflected in the Parent Company financial statements. For further information on income taxes, see Note 10 of the Notes to the Consolidated Financial Statements.
(D) Dividend Restrictions


See Note 13 of the Notes to the Consolidated Financial Statements for information regarding dividend restrictions.
(E) Supplemental Disclosures of Cash Flow Information
(In millions)2019 2018 2017
Interest paid $189
   $179
   $195
 
Noncash financing activities:           
Treasury stock issued for shareholder dividend reinvestment 30
   8
   29
 

(In millions)2016 2015 2014
Interest paid $209
   $235
   $241
 
Noncash financing activities:           
Treasury stock issued for shareholder dividend reinvestment 26
   26
   26
 


177187





SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
Aflac Incorporated and Subsidiaries
Years ended December 31,
(In millions)Deferred Policy
Acquisition
Costs
 Future Policy
Benefits & Unpaid
Policy Claims
 Unearned
Premiums
 Other
Policyholders'
Funds
Deferred Policy
Acquisition
Costs
 Future Policy
Benefits & Unpaid
Policy Claims
 Unearned
Premiums
 Other
Policyholders'
Funds
2016:         
2019:         
Aflac Japan $5,765
 $70,684
 $6,798
 $6,659
  $6,584
 $84,341
 $4,135
 $7,317
 
Aflac U.S. 3,228
 10,094
 118
 0
  3,544
 11,184
 111
 0
 
All other 0
 91
 0
 0
  0
 223
 0
 0
 
Intercompany eliminations 0
 (718) 0
 0
  0
 (754) (3) 0
 
Total $8,993
 $80,151
 $6,916
 $6,659
  $10,128
 $94,994
 $4,243
 $7,317
 
2015:         
2018:         
Aflac Japan $5,370
 $64,437
 $7,739
 $6,285
  $6,384
 $80,672
 $4,977
 $7,145
 
Aflac U.S. 3,141
 9,696
 118
 0
  3,491
 10,864
 117
 0
 
All other 0
 43
 0
 0
  0
 183
 0
 1
 
Intercompany eliminations 0
 (687) 0
 0
  0
 (767) (4) 0
 
Total $8,511
 $73,489
 $7,857
 $6,285
  $9,875
 $90,952
 $5,090
 $7,146
 
Segment amounts may not agree in total to the corresponding consolidated amounts due to rounding.
Years Ended December 31,
(In millions)Net
Premium
Revenue
 Net
Investment
Income
 Benefits and
Claims, net
 Amortization of
Deferred Policy
Acquisition Costs
 Other
Operating
Expenses
 Premiums
Written
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 other200
  105
   194
   0
   339
  0
Total$18,780
  $3,578
   $11,942
   $1,282
   $4,638
  $18,180
2018:                   
Aflac Japan$12,762
  $2,639
   $8,913
   $710
   $2,374
  $12,298
Aflac U.S.5,708
  727
   2,887
   534
   1,736
  5,707
All other207
  76
   200
   1
   420
  0
Total$18,677
  $3,442
   $12,000
   $1,245
   $4,530
  $18,005
2017:                   
Aflac Japan$12,752
  $2,463
   $9,087
   $630
   $2,257
  $12,092
Aflac U.S.5,563
  721
   2,885
   502
   1,658
  5,565
All other216
  36
   209
   0
   421
  0
Total$18,531
  $3,220
   $12,181
   $1,132
   $4,336
  $17,657
(In millions)Net
Premium
Revenue
 Net
Investment
Income
 Benefits and
Claims, net
 Amortization of
Deferred Policy
Acquisition Costs
 Other
Operating
Expenses
 Premiums
Written
2016:                   
Aflac Japan$13,537
  $2,554
   $9,828
   $644
   $2,326
  $12,762
Aflac U.S.5,454
  703
   2,869
   497
   1,593
  5,452
All other234
  21
   222
   0
   513
  0
Total$19,225
  $3,278
   $12,919
   $1,141
   $4,432
  $18,214
2015:                   
Aflac Japan$12,046
  $2,436
   $8,705
   $578
   $2,055
  $11,740
Aflac U.S.5,347
  678
   2,873
   488
   1,570
  5,343
All other177
  21
   168
   0
   573
  0
Total$17,570
  $3,135
   $11,746
   $1,066
   $4,198
  $17,083
2014:                   
Aflac Japan$13,861
  $2,662
   $10,084
   $649
   $2,364
  $13,352
Aflac U.S.5,211
  645
   2,853
   459
   1,474
  5,198
All other0
  12
   0
   0
   354
  0
Total$19,072
  $3,319
   $12,937
   $1,108
   $4,192
  $18,550

Segment amounts may not agree in total to the corresponding consolidated amounts due to rounding.
See the accompanying Report of Independent Registered Public Accounting Firm.










178188





SCHEDULE IV
REINSURANCE
Aflac Incorporated and Subsidiaries
Years Ended December 31,
(In millions)Gross
Amount
 Ceded to
Other
Companies
 Assumed
from Other
companies
 Net
Amount
 Percentage
of Amount
Assumed
to Net
2019:               
Life insurance in force$146,585
  $6,592
   $0
  $139,993
  0% 
Premiums:               
Health insurance$15,657
  $527
   $205
  $15,335
  1% 
Life insurance3,465
  20
   0
  3,445
  0
 
Total earned premiums$19,122
  $547
   $205
  $18,780
  1% 
2018:               
Life insurance in force$151,457
  $4,702
   $0
  $146,755
  0% 
Premiums:               
Health insurance$15,330
  $541
   $214
  $15,003
  1% 
Life insurance3,688
  14
   0
  3,674
  0
 
Total earned premiums$19,018
  $555
   $214
  $18,677
  1% 
2017:               
Life insurance in force$152,502
  $4,121
   $0
  $148,381
  0% 
Premiums:               
Health insurance$14,829
  $554
   $222
  $14,497
  1% 
Life insurance4,046
  12
   0
  4,034
  0
 
Total earned premiums$18,875
  $566
   $222
  $18,531
  1% 
(In millions)Gross
Amount
 Ceded to
Other
Companies
 Assumed
from Other
companies
 Net
Amount
 Percentage
of Amount
Assumed
to Net
2016:               
Life insurance in force$151,093
  $3,741
   $0
  $147,352
  0% 
Premiums:               
Health insurance$14,839
  $595
   $241
  $14,485
  1% 
Life insurance4,753
  13
   0
  4,740
  0
 
Total earned premiums$19,592
  $608
   $241
  $19,225
  1% 
2015:               
Life insurance in force$146,610
  $3,547
   $0
  $143,063
  0% 
Premiums:               
Health insurance$13,604
  $509
   $186
  $13,281
  1% 
Life insurance4,300
  11
   0
  4,289
  0
 
Total earned premiums$17,904
  $520
   $186
  $17,570
  1% 
2014:               
Life insurance in force$144,374
  $3,298
   $0
  $141,076
  0% 
Premiums:               
Health insurance$14,648
  $339
   $10
  $14,319
  0% 
Life insurance4,764
  11
   0
  4,753
  0
 
Total earned premiums$19,412
  $350
   $10
  $19,072
  0% 

Premiums by type may not agree in total to the corresponding consolidated amounts due to rounding.
See the accompanying Report of Independent Registered Public Accounting Firm.




179189





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Aflac Incorporated  
By:  /s/ Daniel P. Amos    February 24, 201721, 2020
   (Daniel P. Amos)     
   Chief Executive Officer,     
   Chairman of the Board of Directors     


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
/s/ Daniel P. Amos
  Chief Executive Officer, February 24, 201721, 2020
(Daniel P. Amos)  Chairman of the Board of Directors  
      
/s/ Frederick J. CrawfordMax K. Broden
  Executive Vice President, February 24, 201721, 2020
(Frederick J. Crawford)Max K. Broden)  Chief Financial Officer  
      
/s/ June Howard
  Senior Vice President, Financial Services; February 24, 201721, 2020
(June Howard)  Chief Accounting Officer  
 


180190









/s/ W. Paul S. Amos IIBowers
   Director February 24, 2017
(Paul S. Amos II)
/s/ W. Paul Bowers
DirectorFebruary 24, 201721, 2020
(W. Paul Bowers)      
       
/s/ Kriss Cloninger IIIToshihiko Fukuzawa
   Director February 24, 2017
(Kriss Cloninger III)
/s/ Toshihiko Fukuzawa
DirectorFebruary 24, 201721, 2020
(Toshihiko Fukuzawa)      
       
/s/ Elizabeth J. HudsonRobert B. Johnson
   Director February 24, 2017
(Elizabeth J. Hudson)
/s/ Douglas W. Johnson
DirectorFebruary 24, 2017
(Douglas W. Johnson)
/s/ Robert B. Johnson
DirectorFebruary 24, 201721, 2020
(Robert B. Johnson)      
       
/s/ Thomas J. Kenny
   Director February 24, 201721, 2020
(Thomas J. Kenny)      
       
/s/ Charles B. KnappGeorgette D. Kiser
   Director February 24, 201721, 2020
(Charles B. Knapp)Georgette D. Kiser)      
       
/s/ Karole F. Lloyd
   Director February 24, 201721, 2020
(Karole F. Lloyd)      
       
/s/ Joseph L. Moskowitz
   Director February 24, 201721, 2020
(Joseph L. Moskowitz)      
       
/s/ Barbara K. Rimer
   Director February 24, 201721, 2020
(Barbara K. Rimer)      
       
/s/ MelvinKatherine T. StithRohrer
   Director February 24, 201721, 2020
(Katherine T. Rohrer)
/s/ Melvin T. Stith
DirectorFebruary 21, 2020
(Melvin T. Stith)      
       






181191