1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: During the first three months of 2023, the Parent Company repurchased shares of its common stock as follows:
+Added: During the first six 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
+Added: April 1 - April 30 2,608,037 66.00 2,607,869 103,685,654
+Added: May 1 - May 31 4,322,919 66.50 4,321,165 99,364,489
+Added: June 1 - June 30 3,537,309 68.15 3,531,796 95,832,693
Total 21,163,240 (1)
$ 67.35 20,809,130 95,832,693 (2)
−Removed: (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.
−Removed: (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.
+Added: (1) During the first six months of 2023, 354,110 shares were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.
+Added: (2) The total remaining shares available for purchase at June 30, 2023, are 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.
−Removed: - Aflac Incorporated 2023 Management Incentive Plan – incorporated by reference from Form 8-K dated February 10, 2023, Exhibit 10.1.
−Removed: Aflac Incorporated Executive Officer Severance Plan
−Removed: - 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.
−Removed: - 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.
−Removed: - Certification of CEO and CFO dated May 1, 2023, pursuant to 18 U.S.C.
+Added: - Third Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 – incorporated by reference from Form 8-K dated June 13, 2023, Exhibit 10.1.
+Added: - Fourth Amendment to the American Family Corporation Retirement Plan for Senior Officers – incorporated by reference from Form 8-K dated June 13, 2023, Exhibit 10.2.
+Added: - Certification of CEO dated August 2, 2023, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
+Added: - Certification of CFO dated August 2, 2023, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
+Added: - Certification of CEO and CFO dated August 2, 2023, pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
18 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.
−Removed: 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.
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.
−Removed: Group Insurance – Insurance issued to a group, such as an employer or trade association, that covers
−Removed: employees or association members and their dependents through certificates of coverage.
+Added: 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.
1 unchanged sentence
Liquidity Support – Internally defined and established dollar amount of liquidity reserved for supporting potential collateral and settlements of derivatives at the Parent Company.
−Removed: 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.
31 unchanged sentences
GAAP and are intended to emphasize policyholder protection and company solvency.
−Removed: Weighted-Average Foreign Currency Exchange Rate – Japan segment operating earnings for the period (excluding hedge costs) in yen divided by Japan
−Removed: segment operating earnings for the period (excluding hedge costs) in dollars.
+Added: 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
−Removed: May 1, 2023 /s/ Max K.
+Added: August 2, 2023 /s/ Max K.
Executive Vice President;
Chief Financial Officer
−Removed: May 1, 2023 /s/ June Howard
+Added: August 2, 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.