Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 9.14M
2: EX-10.39 Material Contract HTML 62K
3: EX-21 Subsidiaries List HTML 67K
4: EX-23 Consent of Expert or Counsel HTML 53K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 70K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 58K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 58K
7: EX-32 Certification -- §906 - SOA'02 HTML 56K
14: R1 Document and Entity Information HTML 124K
15: R2 Consolidated Statements of Earnings HTML 154K
16: R3 Consolidated Statements of Earnings HTML 57K
(Parenthetical)
17: R4 Consolidated Statements of Comprehensive Income HTML 102K
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18: R5 Consolidated Balance Sheets HTML 178K
19: R6 Consolidated Balance Sheets (Parenthetical) HTML 84K
20: R7 Consolidated Statements of Shareholders' Equity HTML 137K
21: R8 Consolidated Statements of Shareholders' Equity HTML 54K
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22: R9 Consolidated Statements of Cash Flows HTML 171K
23: R10 Summary of Significant Accounting Policies HTML 387K
24: R11 Business Segment and Selected Foreign Currency HTML 206K
Translation Items
25: R12 Investments HTML 801K
26: R13 Derivative Instruments HTML 501K
27: R14 Fair Value Measurements HTML 809K
28: R15 Deferred Policy Acquisition Costs and Insurance HTML 156K
Expenses
29: R16 Policy Liabilities HTML 573K
30: R17 Reinsurance HTML 100K
31: R18 Notes Payable and Lease Obligations HTML 186K
32: R19 Income Taxes HTML 174K
33: R20 Shareholders' Equity HTML 242K
34: R21 Share-Based Compensation HTML 181K
35: R22 Statutory Accounting and Dividend Restrictions HTML 91K
36: R23 Benefit Plans HTML 400K
37: R24 Commitments and Contingent Liabilities HTML 61K
38: R25 Unaudited Consolidated Quarterly Financial Data HTML 126K
39: R26 Schedule Ii Condensed Financial Information of HTML 285K
Registrant
40: R27 Schedule Iii Supplementary Insurance Information HTML 150K
41: R28 Schedule Iv Reinsurance HTML 111K
42: R29 Pay vs Performance Disclosure HTML 65K
43: R30 Insider Trading Arrangements HTML 81K
44: R31 Summary of Significant Accounting Policies HTML 441K
(Policies)
45: R32 Summary of Significant Accounting Policies HTML 351K
(Tables)
46: R33 Business Segment and Selected Foreign Currency HTML 207K
Translation Items (Tables)
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48: R35 Derivative Instruments (Tables) HTML 487K
49: R36 Fair Value Measurements (Tables) HTML 793K
50: R37 Deferred Policy Acquisition Costs and Insurance HTML 156K
Expenses (Tables)
51: R38 Policy Liabilities (Tables) HTML 576K
52: R39 Reinsurance (Tables) HTML 93K
53: R40 Notes Payable and Lease Obligations (Tables) HTML 174K
54: R41 Income Taxes (Tables) HTML 175K
55: R42 Shareholders' Equity (Tables) HTML 244K
56: R43 Share-Based Compensation (Tables) HTML 186K
57: R44 Statutory Accounting and Dividend Restrictions HTML 85K
(Tables)
58: R45 Benefit Plans (Tables) HTML 406K
59: R46 Unaudited Consolidated Quarterly Financial Data HTML 125K
(Tables)
60: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 83K
Schedule of Impact from Adoption to Shareholder's
Equity (Detail)
61: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES HTML 112K
-Schedule of Impact from Adoption to AOCI and
Retained Earnings (Detail)
62: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 191K
Schedule of Impact from Adoption to Liability For
Future Policy Benefit, Expected Net Premium
(Detail)
63: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 262K
Liability For Future Policy Benefit, Expected Net
Premium, Activity (Detail)
64: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 166K
Schedule of Impact from Adoption to Liability For
Future Policy Benefit, Expected Future Policy
Benefits (Detail)
65: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 285K
Liability For Future Policy Benefit, Expected
Future Policy Benefits, Activity (Detail)
66: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 103K
Reconciliation of Future Policy Benefits (Detail)
67: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary HTML 94K
of Signficant Accounting Policies - Additional
Information (Detail)
68: R55 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 158K
TRANSLATION ITEMS - Operations by Segment -
Revenues (Detail)
69: R56 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 107K
TRANSLATION ITEMS - Operations by Segment - Pretax
Earnings (Detail)
70: R57 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 71K
TRANSLATION ITEMS - Yen/Dollar Exchange Rates Used
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71: R58 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 59K
TRANSLATION ITEMS - Information on Transfers of
Funds from Aflac Japan (Detail)
72: R59 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 68K
TRANSLATION ITEMS - Operations by Segment - Assets
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73: R60 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 67K
TRANSLATION ITEMS - Classes of Property and
Equipment (Detail)
74: R61 BUSINESS SEGMENT AND SELECTED FOREIGN CURRENCY HTML 78K
TRANSLATION ITEMS - Additional Information
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(Detail)
76: R63 INVESTMENTS - Available-for-Sale Debt Securities HTML 126K
(Detail)
77: R64 INVESTMENTS - Held-to-Maturity Debt Securities HTML 106K
(Detail)
78: R65 INVESTMENTS - Equity Securities (Detail) HTML 61K
79: R66 INVESTMENTS - Contractual and Economic Maturities HTML 122K
of Investments in Fixed Maturities (Detail)
80: R67 INVESTMENTS - Investment Exposures Individually HTML 66K
Exceeded 10% of Shareholders' Equity (Detail)
81: R68 INVESTMENTS - Information Regarding Pretax Net HTML 108K
Gains and Losses From Investments (Detail)
82: R69 INVESTMENTS - Information Regarding Changes in HTML 58K
Unrealized Gains and Losses from Investments
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83: R70 INVESTMENTS - Net Effect on Shareholders' Equity HTML 59K
of Unrealized Gains and Losses from Investment
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84: R71 INVESTMENTS - Fair Value and Gross Unrealized HTML 126K
Losses for Securities That Have Been in Continuous
Unrealized Loss Position (Detail)
85: R72 INVESTMENTS - Commercial Mortgage and Other Loans HTML 107K
by Portfolio Segment (Detail)
86: R73 INVESTMENTS - Transitional Real Estate Loans by HTML 108K
Key Credit Quality Indicators (Detail)
87: R74 INVESTMENTS - Commercial Mortgage Loans by Key HTML 125K
Credit Quality Indicator (Detail)
88: R75 INVESTMENTS - Middle Market Loans by Key Credit HTML 122K
Quality Indicators (Detail)
89: R76 INVESTMENTS - Other Loans by Key Credit Quality HTML 145K
Indicators (Detail)
90: R77 INVESTMENTS - Nonaccrual Loans (Detail) HTML 104K
91: R78 INVESTMENTS - Allowance for Loan Losses by HTML 122K
Portfolio Segment (Detail)
92: R79 INVESTMENTS - Other Investments (Detail) HTML 70K
93: R80 INVESTMENTS - Investments in Consolidated Variable HTML 111K
Interest Entities (Detail)
94: R81 INVESTMENTS - Investments in Variable Interest HTML 78K
Entities Not Consolidated (Detail)
95: R82 INVESTMENTS - Securities Lending Transactions HTML 86K
Accounted for as Secured Borrowings (Detail)
96: R83 INVESTMENTS - Additional Information (Detail) HTML 160K
97: R84 DERIVATIVE INSTRUMENTS - Additional Information HTML 70K
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98: R85 DERIVATIVE INSTRUMENTS - Summary of Balance Sheet HTML 97K
Classification of Derivative Fair Value Amounts,
as well as Gross Asset and Liability Fair Value
Amounts (Detail)
99: R86 DERIVATIVE INSTRUMENTS - Gains (Losses) Recognized HTML 77K
on Fair Value Hedging Relationships (Detail)
100: R87 DERIVATIVE INSTRUMENTS - Schedule of Interest Rate HTML 59K
Fair Value Hedges Hedged Items (Detail)
101: R88 DERIVATIVE INSTRUMENTS - Derivatives and Hedging HTML 137K
Instruments Gain (Loss) Summary (Detail)
102: R89 DERIVATIVE INSTRUMENTS - Offsetting of Financial HTML 139K
Assets and Derivative Assets (Detail)
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Liabilities and Derivative Liabilities (Detail)
104: R91 FAIR VALUE MEASUREMENTS - Fair Value Hierarchy HTML 165K
Levels of Assets and Liabilities Measured at Fair
Value on Recurring Basis (Detail)
105: R92 FAIR VALUE MEASUREMENTS - Fair Value Hierarchy HTML 146K
Levels of Assets and Liabilities Carried at Cost
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106: R93 FAIR VALUE MEASUREMENTS - Fair Value Hierarchy HTML 223K
Levels of Assets by Pricing Source, Securities
Carried at Fair Value (Detail)
107: R94 FAIR VALUE MEASUREMENTS - Fair Value Hierarchy HTML 129K
Levels of Assets by Pricing Source, Securities
Carried at Amortized Cost (Detail)
108: R95 FAIR VALUE MEASUREMENTS - Changes in Investments HTML 122K
Carried at Fair Value Classified as Level 3
(Detail)
109: R96 FAIR VALUE MEASUREMENTS - Fair Value Measurement HTML 125K
Inputs and Valuation Techniques (Detail)
110: R97 DEFERRED POLICY ACQUISITION COSTS - Schedule Of HTML 111K
Deferred Policy Acquisition Costs (Detail)
111: R98 DEFERRED POLICY ACQUISITION COSTS AND INSURANCE HTML 59K
EXPENSES - Advertising Expense (Detail)
112: R99 DEFERRED POLICY ACQUISITION COSTS AND INSURANCE HTML 60K
EXPENSES - Depreciation and Other Amortization
Expense (Detail)
113: R100 DEFERRED POLICY ACQUISITION COSTS AND INSURANCE HTML 57K
EXPENSES - Additional Information (Detail)
114: R101 POLICY LIABILITIES - Schedule of Changes in HTML 299K
Present Value of Expected Net Premiums and
Expected Future Policy Benefits (Detail)
115: R102 POLICY LIABILITIES - Schedule of Weighted-Average HTML 95K
Interest Rate and Liability for Future Policy
Benefit (Detail)
116: R103 POLICY LIABILITIES - Reconciliation of Future HTML 107K
Policy Benefits (Detail)
117: R104 POLICY LIABILITIES - Summary of Net Earned HTML 87K
Premiums Recognized (Detail)
118: R105 POLICY LIABILITIES - Summary of Interest Expense HTML 80K
Related to Insurance Contracts Recognized (Detail)
119: R106 POLICY LIABILITIES - Summary of Undiscounted HTML 89K
Expected Future Gross Premiums and Future Benefits
and Expenses (Detail)
120: R107 POLICY LIABILITIES - Summary of Discounted HTML 88K
Expected Future Gross Premiums and Future Benefits
and Expenses (Detail)
121: R108 POLICY LIABILITIES - Schedule of Changes in Other HTML 79K
Policyholders' Funds (Detail)
122: R109 POLICY LIABILITIES - Schedule of Other HTML 71K
Policyholders' Funds by Guaranteed Crediting Rates
(Detail)
123: R110 POLICY LIABILITIES - Additional Information HTML 56K
(Detail)
124: R111 REINSURANCE Effect of Reinsurance on Premiums and HTML 104K
Benefits and Claims (Detail)
125: R112 REINSURANCE Additional Information (Detail) HTML 78K
126: R113 NOTES PAYABLE AND LEASE OBLIGATIONS - Summary of HTML 146K
Notes Payable (Detail 1)
127: R114 NOTES PAYABLE AND LEASE OBLIGATIONS - Summary of HTML 230K
Notes Payable (Detail 2)
128: R115 NOTES PAYABLE AND LEASE OBLIGATIONS - Aggregate HTML 71K
Contractual Maturities of Notes Payable (Detail)
129: R116 NOTES PAYABLE AND LEASE OBLIGATIONS - Summary of HTML 123K
Lines of Credit (Detail)
130: R117 NOTES PAYABLE AND LEASE OBLIGATIONS - Additional HTML 347K
Information (Detail)
131: R118 INCOME TAXES - Components of Income Tax Expense HTML 73K
(Benefit) Applicable to Pretax Earnings (Detail)
132: R119 INCOME TAXES - Principal Reasons for Differences HTML 68K
and Related Tax Effects where Income Tax Expense
Varies from Amount Computed by Applying Expected
United States Tax Rate to Pretax Earnings (Detail)
133: R120 INCOME TAXES - Total Income Tax Expense (Detail) HTML 86K
134: R121 INCOME TAXES - Income Tax Effects of Temporary HTML 101K
Differences that Gave Rise to Deferred Income Tax
Assets and Liabilities (Detail)
135: R122 INCOME TAXES - Reconciliation of Beginning and HTML 60K
Ending Amount of Unrecognized Tax Benefits
(Detail)
136: R123 INCOME TAXES - Additional Information (Detail) HTML 81K
137: R124 SHAREHOLDERS' EQUITY - Reconciliation of Number of HTML 81K
Shares of Common Stock (Detail)
138: R125 SHAREHOLDERS' EQUITY - Anti-Dilutive Share-Based HTML 55K
Awards Excluded from Calculation of Diluted
Earnings Per Share (Detail)
139: R126 SHAREHOLDERS' EQUITY - Weighted-Average Shares HTML 61K
Used in Calculating Earnings Per Share (Detail)
140: R127 SHAREHOLDERS' EQUITY - Changes in Accumulated HTML 109K
Other Comprehensive Income (Detail)
141: R128 SHAREHOLDERS' EQUITY - Reclassifications Out of HTML 115K
Accumulated Other Comprehensive Income (Detail)
142: R129 SHAREHOLDERS' EQUITY - Additional Information HTML 71K
(Detail)
143: R130 SHARE-BASED COMPENSATION - Expense Recognized in HTML 97K
Connection with Share-Based Awards (Detail)
144: R131 SHARE-BASED COMPENSATION - Stock Option Activity HTML 76K
(Detail)
145: R132 SHARE-BASED COMPENSATION - Shares Exercisable HTML 55K
(Detail)
146: R133 SHARE-BASED COMPENSATION - Assumptions Used in HTML 66K
Valuing Options Granted (Detail)
147: R134 SHARE-BASED COMPENSATION - Stock Options HTML 99K
Outstanding and Exercisable (Detail)
148: R135 SHARE-BASED COMPENSATION - Summary of Stock Option HTML 60K
Activity (Detail)
149: R136 SHARE-BASED COMPENSATION - Key Assumptions Used to HTML 70K
Value PBRS (Detail)
150: R137 SHARE-BASED COMPENSATION - Restricted Stock HTML 78K
Activity (Detail)
151: R138 SHARE-BASED COMPENSATION - Additional Information HTML 116K
(Detail)
152: R139 STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONS - HTML 63K
Capital and Surplus Based on Statutory Accounting
Practices (Detail)
153: R140 STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONS - HTML 63K
Net Income (Loss) Based on Statutory Accounting
Practices (Detail)
154: R141 STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONS - HTML 55K
Profit Remittances by Aflac Japan (Detail)
155: R142 STATUTORY ACCOUNTING AND DIVIDEND RESTRICTIONS - HTML 69K
Additional Information (Detail)
156: R143 BENEFIT PLANS - Reconciliation of Funded Status of HTML 127K
Basic Employee Defined-Benefit Pension Plans
(Detail)
157: R144 BENEFIT PLANS - Information for Pension Plans with HTML 64K
an Accumulated Benefit Obligation in Excess of
Plan Assets (Details)
158: R145 BENEFIT PLANS - Information for Pension Plans with HTML 68K
a Projected Benefit Obligation in Excess of Plan
Assets (Details)
159: R146 BENEFIT PLANS - Weighted-Average Actuarial HTML 80K
Assumptions (Detail)
160: R147 BENEFIT PLANS - Net Periodic (Benefit) Cost HTML 83K
Included in Acquisition and Operating Expenses
(Detail)
161: R148 BENEFIT PLANS - Summary of Amounts Recognized in HTML 79K
Other Comprehensive Loss (Income) (Detail)
162: R149 BENEFIT PLANS - Expected Benefit Payments (Detail) HTML 75K
163: R150 BENEFIT PLANS - Asset Allocation Targets (Detail) HTML 72K
164: R151 BENEFIT PLANS - Fair Value Hierarchy Levels of HTML 113K
Funded Pension Plans' Assets (Detail)
165: R152 BENEFIT PLANS - Changes in Fair Value of Plan HTML 74K
Assets (Detail)
166: R153 BENEFIT PLANS - Additional Information (Detail) HTML 123K
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Additional Information (Detail)
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Schedule of Quarterly Financial Information
(Detail)
169: R156 Schedule II - Aflac Incorporated (Parent Only) - HTML 121K
Condensed Statement of Earnings (Detail)
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Condensed Statements of Comprehensive Income
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Condensed Balance Sheet (Detail 1)
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Condensed Balance Sheet (Detail 2)
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Condensed Statements of Cash Flows (Detail)
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Summary of Notes Payable (Detail 1)
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Summary of Notes Payable (Detail 2)
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Contractual Maturities of Notes Payable (Detail)
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Supplemental Disclosure of Cash Flow Information
(Detail)
178: R165 Schedule Iii Supplementary Insurance Information - HTML 126K
(Detail)
179: R166 SCHEDULE IV REINSURANCE Schedule IV - Reinsurance HTML 100K
(Detail)
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Compensation Committee (the “Compensation
Committee”) of the Board of Directors (the “Board”) of Aflac Incorporated (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Clawback Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company. This Clawback Policy shall be interpreted to comply with the requirements of U.S. Securities and Exchange Commission (“SEC”) rules and New York Stock Exchange (“NYSE”) / listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank
Act”) and, to the extent this Clawback Policy is in any manner deemed inconsistent with such rules, this Clawback Policy shall be treated as retroactively amended to be compliant with such rules.
Administration
This Clawback Policy shall be administered by the Compensation Committee. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals. The Compensation Committee is authorized to interpret and construe this Clawback Policy and to make all determinations necessary, appropriate or advisable for the administration of this Clawback Policy, in all cases consistent with the Dodd-Frank Act. The Board or Compensation Committee may amend this Clawback Policy from time to time in its discretion.
Covered
Executives
This Clawback Policy applies to any current or former “executive officer,” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, of the Company or a subsidiary of the Company (each such individual, an “Executive”). This Clawback Policy shall be binding and enforceable against all Executives and their beneficiaries, executors, administrators, and other legal representatives.
Recoupment Upon Financial Restatement
If the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Financial Restatement”), the Compensation Committee shall cause the Company to recoup from each Executive, as promptly as reasonably possible, any erroneously awarded Incentive-Based Compensation, as defined below.
1
No-Fault
Recovery
Recoupment under this Clawback Policy shall be required regardless of whether the Executive or any other person was at fault or responsible for accounting errors that contributed to the need for the Financial Restatement or engaged in any misconduct.
Compensation Subject to Recovery; Enforcement
This Clawback Policy applies to all compensation granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, whether or not
presented within the Company’s financial statements or included in a filing with the SEC, including stock price and total shareholder return (“TSR”), including but not limited to performance-based cash, stock, options or other equity-based awards paid or granted to the Executive (“Incentive-Based Compensation”). Compensation that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary, restricted stock or options with time- based vesting, or a bonus awarded solely at the discretion of the Board or Compensation Committee and not based on the attainment of any financial measure, is not subject to this Clawback Policy.
In the event of
a Financial Restatement, the amount to be recovered will be the excess of (i) the Incentive-Based Compensation received by the Executive during the Recovery Period (as defined below) based on the erroneous data and calculated without regard to any taxes paid or withheld, over (ii) the Incentive-Based Compensation that would have been received by the Executive had it been calculated based on the restated financial information, as determined by the Compensation Committee. For purposes of this Clawback Policy, “Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare the Financial Restatement, as determined in accordance with the last sentence of this paragraph, or any transition period that results from a change in the
Company’s fiscal year (as set forth in Section 303A.14(c)(1)(i)(D) of the NYSE Listed Company Manual). The date on which the Company is required to prepare a Financial Restatement is the earlier to occur of (A) the date the Board or a Board committee (or authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare a Financial Restatement.
For Incentive-Based Compensation
based on stock price or TSR, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Compensation Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the Financial Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and the Company shall document the determination of that estimate and provide it to the NYSE.
Incentive-Based Compensation is considered to have been received by an Executive in the fiscal year during which the applicable financial reporting measure was attained or purportedly
2
attained,
even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
The Company may use any legal or equitable remedies that are available to the Company to recoup any erroneously awarded Incentive-Based Compensation, including but not limited to collecting from the Executive cash payments or shares of Company common stock from or forfeiting any amounts that the Company owes to the Executive. Executives shall be solely responsible for any tax consequences to them that result from the recoupment or recovery of any amount pursuant to this Clawback Policy, and the
Company shall have no obligation to administer the Clawback Policy in a manner that avoids or minimizes any such tax consequences.
No Indemnification
The Company shall not indemnify any Executive or pay or reimburse the premium for any insurance policy to cover any losses incurred by such Executive under this Clawback Policy or any claims relating to the Company’s enforcement of rights under this Clawback Policy.
Exceptions
The compensation recouped under this Clawback Policy shall not include Incentive-Based Compensation received
by an Executive (i) prior to beginning service as an Executive or (ii) if he or she did not serve as an Executive at any time during the performance period applicable to the Incentive-Based Compensation in question. The Compensation Committee may determine not to seek recovery from an Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable amount (after having made a reasonable attempt to recover the erroneously awarded Incentive-Based Compensation and providing corresponding documentation of such attempt to the NYSE), (B) recovery would violate the home country law that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable jurisdiction that is acceptable to and provided to the NYSE, or (C) recovery
would likely cause the Company’s 401(k) plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Other Remedies Not Precluded
The exercise by the Compensation Committee of any rights pursuant to this Clawback Policy shall be without prejudice to any other rights or remedies that the Company, the Board or the Compensation Committee may have with respect to any Executive subject to this Clawback Policy, whether arising under applicable law (including pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), regulation or pursuant
to the terms of any other policy of the Company, employment agreement, equity award, cash incentive award or other agreement applicable to an Executive. Notwithstanding the foregoing, there shall be no duplication of recovery of the same Incentive-Based Compensation under this Clawback Policy and any other such rights or remedies.
3
Acknowledgment
To the extent required by the Compensation Committee, each Executive shall be required to sign and return to the
Company the acknowledgment form attached hereto as Exhibit A pursuant to which such Executive will agree to be bound by the terms of, and comply with, this Clawback Policy. For the avoidance of doubt, each Executive shall be fully bound by, and must comply with, the Clawback Policy, whether or not such Executive has executed and returned such acknowledgment form to the Company.
Effective Date and Applicability
This Clawback Policy has been approved by the Compensation Committee and adopted by the Board on November 16, 2023, and shall apply to any Incentive-Based Compensation that is received by an Executive on or after October 2, 2023.
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EXHIBIT
A
AFLAC INCORPORATED
POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION
ACKNOWLEDGMENT FORM
Capitalized terms used but not otherwise defined in this Acknowledgment Form (this “Acknowledgment Form”) shall have the meanings ascribed to such terms in the Policy on Recoupment of Incentive Compensation (“Clawback Policy”).
By signing this Acknowledgment Form, the undersigned acknowledges, confirms and agrees that the undersigned: (i) has received and reviewed a copy of the Clawback Policy; (ii) is and will continue to be subject to the Clawback Policy and
that the Clawback Policy will apply both during and after the undersigned’s employment with the Company; and (iii) will abide by the terms of the Clawback Policy, including, without limitation, by reasonably promptly returning any recoverable compensation to the Company as required by the Clawback Policy, as determined by the Compensation Committee in its sole discretion.
Sign:
Name:
[Employee]
Date:
5
Dates Referenced Herein and Documents Incorporated by Reference
