AFL 10-K Annual Report Dec. 31, 2023 | Alphaminr
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AFL 10-K Fiscal year ended Dec. 31, 2023

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AFLAC INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and FinancialItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 14. Principal Accounting Fees and Servicesproposal 3 Ratification Of Auditors; and Audit and Risk CommitteePart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.0 - Articles of Incorporation, as amended incorporated by reference from Form10-Q for June30, 2008, Exhibit3.0. 3.1 - Bylaws of Aflac Incorporated, as amended and restated incorporated by reference from Form 8-K dated November 17, 2023, Exhibit 3.1. 4.1 - Description of common stock securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 incorporated by reference from 2019 Form10-K, Exhibit4.1. 4.2 - 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 May21, 2009, Exhibit 4.1. 4.3 - 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 December14, 2009, Exhibit 4.1. 4.4 - 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. 4.5 - 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. 4.6 - 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. 4.7 - 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. 4.8 - 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. 4.9 - 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. 4.10 - 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. 4.11 - 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. 4.12 - 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. 4.13 - 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. 4.14 - 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. 4.15 - 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. 4.16 - Twenty-Third Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.300% Senior Note due 2025) incorporated by reference from Form 8-K dated March 12, 2020, Exhibit 4.1. 4.17 - Twenty-Fourth Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.550% Senior Note due 2030) incorporated by reference from Form 8-K dated March 12, 2020, Exhibit 4.2. 4.18 - Twenty-Fifth Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.750% Senior Note due 2032) incorporated by reference from Form 8-K dated March 12, 2020, Exhibit 4.3. 4.19 - Twenty-Sixth Supplemental Indenture, dated as of March 12, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.830% Senior Note due 2035) incorporated by reference from Form 8-K dated March 12, 2020, Exhibit 4.4. 4.20 - Twenty-Seventh Supplemental Indenture, dated as of April 1, 2020, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.600% Senior Note due 2030) incorporated by reference from Form 8-K dated April 1, 2020, Exhibit 4.1. 4.21 - Twenty-Eighth Supplemental Indenture, dated as of March 8, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.125% Senior Sustainability Note due 2026) incorporated by reference from Form 8-K dated March 8, 2021, Exhibit 4.1. 4.22 - Twenty-Ninth Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.633% Senior Note due 2031) incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.1. 4.23 - Thirtieth Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 0.844% Senior Note due 2033) incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.2. 4.24 - Thirty-First Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.039% Senior Note due 2036) incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.3. 4.25 - Thirty-Second Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.264% Senior Note due 2041) incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.4. 4.26 - Thirty-Third Supplemental Indenture, dated as of April 15, 2021, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.560% Senior Note due 2051) incorporated by reference from Form 8-K dated April 15, 2021, Exhibit 4.5. 4.27 - 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. 4.28 - 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. 4.29 - 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. 4.30 - 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. 4.31 - 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. 4.32 - Second Supplemental Indenture, dated as of October 23, 2017, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.108% Subordinated Debenture due 2047) - incorporated by reference from Form 8-K dated October 23, 2017, Exhibit 4.1. 10.1* - Amendment to American Family Corporation Retirement Plan for Senior Officers, dated December 8, 2008 incorporated by reference from 2008 Form10-K, Exhibit 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. 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. 10.4* - 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. 10.5* - Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January1, 2009 incorporated by reference from 2008 Form10-K, Exhibit 10.5. 10.6* - First Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 incorporated by reference from 2012 Form10-K, Exhibit10.3. 10.7* - Second Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 incorporated by reference from 2014 Form10-K, Exhibit10.4. 10.8* - Third Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 incorporated by reference from Form8-K dated June 13, 2023, Exhibit10.1. 10.9* - Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective January 1, 2020 incorporated by reference from 2019 Form10-K, Exhibit10.11. 10.10* - First Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amendedand restated, effective January 1, 2020 incorporated by reference from Form 10-Q for June 30, 2020, Exhibit 10.1. 10.11* - Second Amendment to the Aflac Incorporated Executive Deferred Compensation Plan, as amendedand restated, effective January 1, 2020 incorporated by reference from Form 10-Q for September 30, 2022, Exhibit 10.1. 10.12* - Aflac Incorporated 2018 Management Incentive Plan incorporated by reference from the 2017 Proxy Statement, Appendix B. 10.13* - Aflac Incorporated 2023 Management Incentive Plan incorporated by reference from Form 8-K dated February 10, 2023, Exhibit 10.1. 10.14* - 1999 Aflac Associate Stock Bonus Plan, amended and restated as of February 1, 2021 incorporated by reference from Form 10-Q for March 31, 2021, Exhibit 10.1. 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. 10.16* - Formof 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. 10.17* - U.S. Formof 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. 10.18* - Japan Formof 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. 10.19* - U.S. Formof 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. 10.20* - 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. 10.21* - First Amendment to the Aflac Incorporated Long-Term Incentive Plan, as amended and restated February 14, 2017 incorporated by reference from Form 10-Q for September 30, 2022, Exhibit 10.2. 10.22* - Formof 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. 10.23* - Formof 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. 10.24* - U.S. 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. 10.25* - 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. 10.26* - Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated February 9, 2010 incorporated by reference from 2009 Form10-K, Exhibit10.26. 10.27* - 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 September30, 2010, Exhibit 10.27. 10.28* - Aflac Life Insurance Japan Ltd. Officer Retirement Plan incorporated by reference from 2019 Form10-K, Exhibit10.43. 10.29* - Aflac Incorporated Executive Officer Severance Plan incorporated by reference from Form10-Q for March 31, 2023, Exhibit10.2. 10.30* - 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. 10.31* - 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. 10.32* - Amendment to Aflac Employment Agreement with Eric M. Kirsch, dated November 30, 2017 incorporated by reference from 2017 Form 10-K, Exhibit 10.42. 10.33* - Aflac Incorporated Letter of Agreement with Eric M. Kirsch, dated October 21, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.29. 10.34* - Aflac Incorporated Consulting Agreement with Eric M. Kirsch, dated October 21, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.30. 10.35* - Aflac Incorporated Employment Agreement with Frederick J. Crawford, effective June30, 2015 incorporated by reference from Form8-K dated June24, 2015, Exhibit10.1. 10.36* - Amendment to Aflac Incorporated Employment Agreement with Frederick J. Crawford, dated April 29, 2021 incorporated by reference from Form10-Q for March 31, 2021, Exhibit10.2. 10.37* - Amendment to Aflac Incorporated Employment Agreement with Frederick J. Crawford, dated October 24, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.33. 10.38* - International Assignment Letter with Frederick J. Crawford, dated December 19, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.34. 10.39* - Employment Letter of Agreement with Frederick J. Crawford, dated October 30, 2023. 10.40* - 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. 10.41* - Amendment to Aflac Incorporated Employment Agreement with Audrey Boone Tillman, dated October 24, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.34. 10.42* - Aflac Incorporated Employment Agreement with Max K. Brodn, dated April 29, 2021 incorporated by reference from Form10-Q for March 31, 2021, Exhibit10.3. 10.43* - Amendment to Aflac Incorporated Employment Agreement with Max K. Brodn, dated October 24, 2022 incorporated by reference from 2022 Form10-K, Exhibit10.37. 10.44 - Agency Services Agreement, dated March 1, 2008, by and between Japan Post Network Co., Ltd. and Aflac incorporated by reference from Form 10-Q for March 31, 2020, Exhibit 10.2. 10.45** - Amendment Agreement to Agency Services Agreement, dated June 27, 2016, by and betweenJapan Post Co., Ltd. and Aflac incorporated by reference from Form 10-Q for March 31, 2020, Exhibit 10.3. 10.46 - 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. 10.47 - 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. 10.48 - 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. 21 - Subsidiaries. 23 - 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. 31.1 - Certification of CEO dated February 22, 2024, required by Rule13a-14(a)or Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2 - Certification of CFO dated February 22, 2024, required by Rule13a-14(a)or Rule 15d-14(a) of the Securities Exchange Act of 1934. 32 - Certification of CEO and CFO dated February 22, 2024, pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 97* - Aflac Incorporated Policy on Recoupment of Incentive Compensation