What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-04-29 compared with 2021-10-28 · 31 added, 29 removed, 112 unchanged (35% of the section changed)

1 unchanged sentence

Issuer Purchases of Equity Securities

During the first nine months of 2021, the Company repurchased shares of its common stock as follows:

During the first three months of 2022, the Company repurchased shares of its common stock as follows:

Purchased Average

4 unchanged sentences

March 1 - March 31 3,233,866 61.93 3,228,600 47,821,811

April 1 - April 30 2,266,200 52.73 2,266,200 83,449,442

May 1 - May 31 2,855,900 55.81 2,855,900 80,593,542

June 1 - June 30 4,055,001 54.61 4,052,204 76,541,338

July 1 - July 31 2,436,400 53.51 2,436,400 74,104,938

August 1 - August 31 3,706,404 56.51 3,675,122 70,429,816

September 1 - September 30 3,467,904 54.09 3,460,300 66,969,516

Total 8,350,478 (1)

$ 62.55 8,007,206 47,821,811

(1) During the first nine months of 2021, 419,397 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

(1) During the first three months of 2022, 343,272 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

(a) EXHIBIT INDEX

- Articles of Incorporation, as amended – incorporated by reference from Form 10-Q for June 30, 2008, Exhibit 3.0.

- Bylaws of the Corporation, as amended and restated – incorporated by reference from Form 8-K dated April 6, 2020, Exhibit 3.1.

- Certification of CEO dated October 28, 2021, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CFO dated October 28, 2021, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CEO and CFO dated October 28, 2021, pursuant to 18 U.S.C.

- Bylaws of the Corporation, as amended and restated – incorporated by reference from Form 8-K dated February 11, 2022, Exhibit 3.1.

Form of Employee Restricted Stock Award Agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 8-K dated February 11, 2022, Exhibit 10.1.

- Japan Form of Employee Restricted Stock Award Agreement under the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 – incorporated by reference from Form 8-K dated February 11, 2022, Exhibit 10.2.

- Certification of CEO dated April 29, 2022, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CFO dated April 29, 2022, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CEO and CFO dated April 29, 2022, pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

104 - Cover Page Interactive Data File - formatted as Inline XBRL and contained in Exhibit 101.

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 6 of this report

Defined Terms

2 unchanged sentences

AOCI Accumulated Other Comprehensive Income

ARP American Rescue Plan

ASC Accounting Standards Codification

ASU Accounting Standards Update

CARES Coronavirus Aid, Relief, and Economic Security

CDS Credit Default Swap

CMLs Commercial Mortgage Loans

CSAs Credit Support Annexes

CML Commercial Mortgage Loan

CSA Credit Support Annex

DAC Deferred Policy Acquisition Costs

1 unchanged sentence

EPS Earnings Per Share

FASB Financial Accounting Standard Boards

FASB Financial Accounting Standard Board

FHLB Federal Home Loan Bank of Atlanta

1 unchanged sentence

ISDA International Swaps and Derivatives Association, Inc.

ISOs Incentive Stock Options

ISO Incentive Stock Option

Japan Post Group Japan Post Holdings, Japan Post Co.

and Japan Post Insurance, collectively

Japan Post Holdings Japan Post Holdings Co., Ltd.

Japan Post Co.

Japan Post Insurance Japan Post Insurance Co., Ltd.

JGB Japan Government Bond

5 unchanged sentences

MD&A Management's Discussion and Analysis of Financial Condition and Results of Operations

MMLs Middle Market Loans

MML Middle Market Loan

NAIC National Association of Insurance Commissioners

NOLHGA National Organization of Life and Health Guaranty Associations

NQSOs Non-qualifying Stock Options

NRSROs Nationally Recognized Statistical Rating Organizations

NQSO Non-qualifying Stock Option

NRSRO Nationally Recognized Statistical Rating Organization

OTC Over-the-Counter

6 unchanged sentences

SMR Solvency Margin Ratio

SOFR Secured Overnight Financing Rate

The Plan Aflac Incorporated Long-Term Incentive Plan

TIBOR Tokyo Interbank Market Rate

TDRs Troubled Debt Restructurings

TREs Transitional Real Estate Loans

TDR Troubled Debt Restructuring

TRE Transitional Real Estate Loan

TTM Telegraphic Transfer Middle Rate

Generally Accepted Accounting Principles

VIEs Variable Interest Entities

VIE Variable Interest Entity

Glossary of Selected Terms

5 unchanged sentences

Annualized Premiums in Force – the amount of gross premium that a policyholder must pay over a full year in order to keep coverage.

The growth of net premiums (defined below) is directly affected by the change in premiums in force and by the change in weighted-average yen/dollar exchange rates.

The growth of net earned premiums (defined below) is directly affected by the change in premiums in force and by the change in weighted-average yen/dollar exchange rates.

Average Weekly Producer – The total number of writing agents who have produced greater than $0.00 during the production week - excluding any manual adjustments divided by the number of weeks in the time period.

11 unchanged sentences

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.

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.

32 unchanged sentences

Aflac Incorporated

October 28, 2021 /s/ Max K.

April 29, 2022 /s/ Max K.

Executive Vice President;

Chief Financial Officer and Treasurer

October 28, 2021 /s/ June Howard

Chief Financial Officer

April 29, 2022 /s/ June Howard

(June Howard)

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities