What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-05-01 compared with 2022-11-02 · 17 added, 78 removed, 78 unchanged (55% of the section changed)

1 unchanged sentence

Issuer Purchases of Equity Securities

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

During the first three months of 2023, the Parent Company repurchased shares of its common stock as follows:

Purchased Average

4 unchanged sentences

March 1 - March 31 4,711,768 64.20 4,707,900 106,293,523

April 1 - April 30 2,592,239 62.98 2,589,500 45,232,311

May 1 - May 31 4,284,400 57.22 4,284,400 40,947,911

June 1 - June 30 4,315,931 56.12 4,310,888 36,637,023

July 1 - July 31 3,670,800 55.40 3,670,800 32,966,223

August 1 - August 31 3,983,200 61.37 3,983,200 28,983,023

September 1 - September 30 3,406,571 59.47 3,403,200 25,579,823

Total 10,694,975 (1)

$ 67.76 10,348,300 106,293,523 (2)

(1) During the first nine months of 2022, 354,425 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 2023, 346,675 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

(2) The total remaining shares available for purchase at March 31, 2023, consisted of 6,293,523 shares related to a 100,000,000 share repurchase authorization by the board of directors announced in August 2020 and 100,000,000 shares related to a 100,000,000 share repurchase authorization by the board of directors announced in November 2022.

(a) EXHIBIT INDEX

1 unchanged sentence

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

- Thirty-Fourth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.075% Senior Note due 2029) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.1.

- Thirty-Fifth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.320% Senior Note due 2032) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.2.

- Thirty-Sixth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.594% Senior Note due 2037) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.3.

- Thirty-Seventh Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.144% Senior Note due 2052) – incorporated by reference from Form 8-K dated September 14, 2022, Exhibit 4.4.

- Second Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amended

and restated, effective January 1, 2020.

- First Amendment to the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017.

- Certification of CEO dated November 1, 2022, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CFO dated November 1, 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 November 1, 2022, pursuant to 18 U.S.C.

- Aflac Incorporated 2023 Management Incentive Plan – incorporated by reference from Form 8-K dated February 10, 2023, Exhibit 10.1.

Aflac Incorporated Executive Officer Severance Plan

- Certification of CEO dated May 1, 2023, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CFO dated May 1, 2023, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

- Certification of CEO and CFO dated May 1, 2023, pursuant to 18 U.S.C.

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

7 unchanged sentences

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

Defined Terms

Throughout this Quarterly Report on Form 10-Q, the Company may use abbreviations, acronyms and defined terms which are defined below.

ALM Asset-Liability Matching

AOCI Accumulated Other Comprehensive Income

ASC Accounting Standards Codification

ASU Accounting Standards Update

CDS Credit Default Swap

CML Commercial Mortgage Loan

CSA Credit Support Annex

DAC Deferred Policy Acquisition Costs

DSCR Debt Service Coverage Ratios

DST Delaware Statutory Trust

EPS Earnings Per Share

FASB Financial Accounting Standard Board

FHLB Federal Home Loan Bank of Atlanta

FSA Japanese Financial Services Agency

IRA Inflation Reduction Act of 2022

ISDA International Swaps and Derivatives Association, Inc.

ISO Incentive Stock Option

Japan Post Group Japan Post Holdings, Japan Post Co.

and Japan Post Insurance, collectively

Japan Post Holdings Japan Post Holdings Co., Ltd.

Japan Post Co.

Japan Post Insurance Japan Post Insurance Co., Ltd.

JGB Japan Government Bond

LDTI Long-Duration Targeted Improvements

LGD Loss-Given-Default

LIBOR London Interbank Offered Rate

LIPPC Life Insurance Policyholder Protection Corporation

LTV Loan-to-Value

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

MML Middle Market Loan

NAIC National Association of Insurance Commissioners

NOLHGA National Organization of Life and Health Guaranty Associations

NQSO Non-qualifying Stock Option

NRSRO Nationally Recognized Statistical Rating Organization

OTC Over-the-Counter

PD Probability-of-Default

PRM Policy Reserve Matching

RBC Risk-Based Capital

ROE Return on Equity

S&P Standard & Poor's

SEC Securities and Exchange Commission

SMR Solvency Margin Ratio

SOFR Secured Overnight Financing Rate

The Plan Aflac Incorporated Long-Term Incentive Plan

TIBOR Tokyo Interbank Market Rate

TDR Troubled Debt Restructuring

TRE Transitional Real Estate Loan

TTM Telegraphic Transfer Middle Rate

Generally Accepted Accounting Principles

VIE Variable Interest Entity

Glossary of Selected Terms

9 unchanged sentences

Capital Buffer – Established dollar amount of liquidity at the Parent Company reserved for injecting capital into the insurance entities or general liquidity support for general expenses at the Parent Company.

Currently, the capital buffer is $1.0 billion and is part of $2.0 billion minimum balance at the Parent Company.

Currently, the capital buffer is $1.0 billion and is part of the $1.8 billion target minimum balance at the Parent Company.

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

5 unchanged sentences

Liquidity Support – Internally defined and established dollar amount of liquidity reserved for supporting potential collateral and settlements of derivatives at the Parent Company.

Currently, the liquidity support is $1.0 billion and is part of the $2.0 billion minimum balance at the Parent Company.

Currently, the liquidity support is $0.8 billion and is part of the $1.8 billion target minimum balance at the Parent Company.

Net Investment Income – The income derived from interest and dividends on invested assets, after deducting investment expenses.

2 unchanged sentences

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.

New annualized premium sales generally represent annual premiums on policies and riders the Company sold and incremental increases from policy conversions that would be collected over a 12-month period assuming the policies remain in force for that entire period.

For Aflac Japan, new annualized premium sales are determined by applications submitted during the reporting period.

10 unchanged sentences

(1) Ratios to total adjusted revenues, which present expenses as a percentage of total revenues and (2) Ratios to total premium, including benefit ratio.

Persistency – Percentage of premiums remaining in force at the end of a period, usually one year.

Premium Persistency – Percentage of premiums remaining in force at the end of a period, usually one year, and presented on a trailing 12-month basis.

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.

The Company believes that this metric is a key driver of in force levels, which is a key measure of the size of the Company's business and future sources of earnings.

Pretax Adjusted Earnings – Earnings as adjusted earnings before the application of income taxes.

11 unchanged sentences

GAAP and are intended to emphasize policyholder protection and company solvency.

Weighted-Average Foreign Currency Exchange Rate – Japan segment operating earnings for the period (excluding hedge costs) in yen divided by Japan segment operating earnings for the period (excluding hedge costs) in dollars.

Weighted-Average Foreign Currency Exchange Rate – Japan segment operating earnings for the period (excluding hedge costs) in yen divided by Japan

segment operating earnings for the period (excluding hedge costs) in dollars.

Management uses this metric to evaluate and determine consolidated results on foreign currency effective basis.

1 unchanged sentence

Aflac Incorporated

November 1, 2022 /s/ Max K.

May 1, 2023 /s/ Max K.

Executive Vice President;

Chief Financial Officer

November 1, 2022 /s/ June Howard

May 1, 2023 /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