AFL 10-Q Quarterly Report Sept. 30, 2013

AFLAC INC

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10-Q 1 afl-0930201310q.htm 10-Q AFL-09.30.2013 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-07434

Aflac Incorporated

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)



Georgia		58-1167100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1932 Wynnton Road, Columbus, Georgia		31999
(Address of principal executive offices)		(ZIP Code)

706.323.3431

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		October 29, 2013
Common Stock, $.10 Par Value		466,090,298

Aflac Incorporated and Subsidiaries

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2013

Table of Contents



		Page
PART I.	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)

	Review by Independent Registered Public Accounting Firm	1

	Report of Independent Registered Public Accounting Firm	2

	Consolidated Statements of Earnings Three Months Ended September 30, 2013, and 2012 Nine Months Ended September 30, 2013 and 2012	3

	Consolidated Statements of Comprehensive Income (Loss) Three Months Ended September 30, 2013, and 2012 Nine Months Ended September 30, 2013 and 2012	4

	Consolidated Balance Sheets September 30, 2013 and December 31, 2012	5

	Consolidated Statements of Shareholders' Equity Nine Months Ended September 30, 2013, and 2012	7

	Consolidated Statements of Cash Flows Nine Months Ended September 30, 2013, and 2012	8

	Notes to the Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	66

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	104

Item 4.	Controls and Procedures	104

PART II.	OTHER INFORMATION:	105

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	105

Item 6.	Exhibits	106

Items other than those listed above are omitted because they are not required or are not applicable.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Review by Independent Registered Public Accounting Firm

The September 30, 2013 , and 2012 , consolidated financial statements included in this filing have been reviewed by KPMG LLP, an independent registered public accounting firm, in accordance with established professional standards and procedures for such a review.

The report of KPMG LLP commenting upon its review is included on the following page.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Aflac Incorporated:

We have reviewed the consolidated balance sheet of Aflac Incorporated and subsidiaries (the Company) as of September 30, 2013 , and the related consolidated statements of earnings and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2013 and 2012, and the consolidated statements of shareholders' equity and cash flows for the nine -month periods ended September 30, 2013 and 2012 . These consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Aflac Incorporated and subsidiaries as of December 31, 2012 , and the related consolidated statements of earnings, comprehensive income (loss), shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2013 , we expressed an unqualified opinion on those consolidated financial statements. Our report refers to a change in the method of accounting for costs associated with acquiring or renewing insurance contracts in 2012 and a change in the method of evaluating the consolidation of variable interest entities (VIEs) and qualified special purpose entities (QSPEs) in 2010 . In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Atlanta, Georgia

November 5, 2013

Aflac Incorporated and Subsidiaries

Consolidated Statements of Earnings



	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except for share and per-share amounts - Unaudited)	2013				2012				2013				2012
Revenues:
Premiums, principally supplemental health insurance		$	5,028			$	5,660			$	15,225			$	16,505
Net investment income		821				869				2,467				2,597
Realized investment gains (losses):
Other-than-temporary impairment losses realized		(10		)		(97		)		(65		)		(643		)
Sales and redemptions		72				288				277				358
Derivative and other gains (losses)		(40		)		95				167				108
Total realized investment gains (losses)		22				286				379				(177		)
Other income		15				32				67				64
Total revenues		5,886				6,847				18,138				18,989
Benefits and expenses:
Benefits and claims		3,485				3,932				10,417				11,341
Acquisition and operating expenses:
Amortization of deferred policy acquisition costs		256				281				790				838
Insurance commissions		388				442				1,158				1,309
Insurance expenses		568				595				1,631				1,745
Interest expense		71				67				211				186
Other operating expenses		49				50				143				147
Total acquisition and operating expenses		1,332				1,435				3,933				4,225
Total benefits and expenses		4,817				5,367				14,350				15,566
Earnings before income taxes		1,069				1,480				3,788				3,423
Income taxes		367				463				1,305				1,138
Net earnings		$	702			$	1,017			$	2,483			$	2,285
Net earnings per share:
Basic		$	1.51			$	2.17			$	5.34			$	4.90
Diluted		1.50				2.16				5.31				4.87
Weighted-average outstanding common shares used in computing earnings per share (In thousands):
Basic		464,324				467,422				465,325				466,702
Diluted		467,391				469,721				468,052				468,951
Cash dividends per share		$	.35			$	.33			$	1.05			$	.99

See the accompanying Notes to the Consolidated Financial Statements.

Aflac Incorporated and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)



	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions - Unaudited)	2013				2012				2013				2012
Net earnings		$	702			$	1,017			$	2,483			$	2,285
Other comprehensive income (loss) before income taxes:
Unrealized foreign currency translation gains (losses) during period		5				76				(373		)		8
Unrealized gains (losses) on investment securities:
Unrealized holding gains (losses) on investment securities during period		255				1,430				(3,553		)		1,435
Reclassification adjustment for realized (gains) losses on investment securities included in net earnings		(94		)		(213		)		(220		)		284
Unrealized gains (losses) on derivatives during period		2				2				(5		)		(6		)
Pension liability adjustment during period		0				(33		)		8				(30		)
Total other comprehensive income (loss) before income taxes		168				1,262				(4,143		)		1,691
Income tax expense (benefit) related to items of other comprehensive income (loss)		(211		)		347				(967		)		569
Other comprehensive income (loss), net of income taxes		379				915				(3,176		)		1,122
Total comprehensive income (loss)		$	1,081			$	1,932			$	(693	)		$	3,407

See the accompanying Notes to the Consolidated Financial Statements.

Aflac Incorporated and Subsidiaries

Consolidated Balance Sheets



(In millions)	September 30, 2013 (Unaudited)				December 31, 2012
Assets:
Investments and cash:
Securities available for sale, at fair value:
Fixed maturities (amortized cost $51,813 in 2013 and $48,355 in 2012)		$	51,949			$	51,466
Fixed maturities - consolidated variable interest entities (amortized cost $4,598 in 2013 and $5,058 in 2012)		4,974				5,787
Perpetual securities (amortized cost $2,789 in 2013 and $3,654 in 2012)		2,484				3,728
Perpetual securities - consolidated variable interest entities (amortized cost $504 in 2013 and $559 in 2012)		457				574
Equity securities (cost $18 in 2013 and $20 in 2012)		22				23
Securities held to maturity, at amortized cost:
Fixed maturities (fair value $44,502 in 2013 and $54,554 in 2012)		43,351				54,137
Fixed maturities - consolidated variable interest entities (fair value $254 in 2013 and $287 in 2012)		256				289
Other investments		470				174
Cash and cash equivalents		2,749				2,041
Total investments and cash		106,712				118,219
Receivables		950				976
Accrued investment income		775				842
Deferred policy acquisition costs		9,173				9,658
Property and equipment, at cost less accumulated depreciation		510				564
Other		1,798		⁽¹⁾		835		⁽¹⁾
Total assets		$	119,918			$	131,094

⁽¹⁾ Includes $165 in 2013 and $191 in 2012 of derivatives from consolidated variable interest entities

See the accompanying Notes to the Consolidated Financial Statements.

(continued)

Aflac Incorporated and Subsidiaries

Consolidated Balance Sheets (continued)



(In millions, except for share and per-share amounts)	September 30, 2013 (Unaudited)					December 31, 2012
Liabilities and shareholders’ equity:
Liabilities:
Policy liabilities:
Future policy benefits		$	72,744				$	76,463
Unpaid policy claims		3,853					4,034
Unearned premiums		11,601					11,904
Other policyholders’ funds		5,739					5,319
Total policy liabilities		93,937					97,720
Income taxes		3,255					3,858
Payables for return of cash collateral on loaned securities		628					6,277
Notes payable		4,953					4,352
Other		2,487			⁽²⁾		2,909			⁽²⁾
Commitments and contingent liabilities (Note 11)
Total liabilities		105,260					115,116
Shareholders’ equity:
Common stock of $.10 par value. In thousands: authorized 1,900,000 shares in 2013 and 2012; issued 666,493 shares in 2013 and 665,239 shares in 2012		67					67
Additional paid-in capital		1,605					1,505
Retained earnings		19,380					17,387
Accumulated other comprehensive income (loss):
Unrealized foreign currency translation gains (losses)		(418		)			333
Unrealized gains (losses) on investment securities		143					2,570
Unrealized gains (losses) on derivatives		(8		)			(5		)
Pension liability adjustment		(178		)			(183		)
Treasury stock, at average cost		(5,933		)			(5,696		)
Total shareholders’ equity		14,658					15,978
Total liabilities and shareholders’ equity		$	119,918				$	131,094

⁽²⁾ Includes $247 in 2013 and $399 in 2012 of derivatives from consolidated variable interest entities

See the accompanying Notes to the Consolidated Financial Statements.

Aflac Incorporated and Subsidiaries

Consolidated Statements of Shareholders’ Equity



	Nine Months Ended September 30,
(In millions - Unaudited)		2013			2012
Common stock:
Balance, beginning of period		$	67		$	66
Balance, end of period		67			66
Additional paid-in capital:
Balance, beginning of period		1,505			1,408
Exercise of stock options		38			19
Share-based compensation		22			25
Gain (loss) on treasury stock reissued		40			21
Balance, end of period		1,605			1,473
Retained earnings:
Balance, beginning of period		17,387			15,148
Net earnings		2,483			2,285
Dividends to shareholders		(490		)	(464		)
Balance, end of period		19,380			16,969
Accumulated other comprehensive income (loss):
Balance, beginning of period		2,715			1,965
Unrealized foreign currency translation gains (losses) during period, net of income taxes		(751		)	27
Unrealized gains (losses) on investment securities during period, net of income taxes and reclassification adjustments		(2,427		)	1,117
Unrealized gains (losses) on derivatives during period, net of income taxes		(3		)	(4		)
Pension liability adjustment during period, net of income taxes		5			(18		)
Balance, end of period		(461		)	3,087
Treasury stock:
Balance, beginning of period		(5,696		)	(5,641		)
Purchases of treasury stock		(307		)	(13		)
Cost of shares issued		70			44
Balance, end of period		(5,933		)	(5,610		)
Total shareholders’ equity		$	14,658		$	15,985

See the accompanying Notes to the Consolidated Financial Statements.

Aflac Incorporated and Subsidiaries

Consolidated Statements of Cash Flows



	Nine Months Ended September 30,
(In millions - Unaudited)	2013					2012
Cash flows from operating activities:
Net earnings		$	2,483				$	2,285
Adjustments to reconcile net earnings to net cash provided by operating activities:
Change in receivables and advance premiums		(29		)			(203		)
Increase in deferred policy acquisition costs		(319		)			(481		)
Increase in policy liabilities		5,653					9,371
Change in income tax liabilities		422					385
Realized investment (gains) losses		(379		)			177
Other, net		(672		)			(83		)
Net cash provided (used) by operating activities		7,159					11,451
Cash flows from investing activities:
Proceeds from investments sold or matured:
Securities available for sale:
Fixed maturities sold		9,354					5,376
Fixed maturities matured or called		2,049					1,616
Perpetual securities sold		212					1,389
Perpetual securities matured or called		259					378
Securities held to maturity:
Fixed maturities matured or called		5,619					1,579
Costs of investments acquired:
Available-for-sale fixed maturities acquired		(16,937		)			(12,815		)
Held-to-maturity fixed maturities acquired		(1,180		)			(15,629		)
Settlement of derivatives		(1,496		)			0
Cash received as collateral on loaned securities, net		(5,606		)			5,752
Other, net		205					(145		)
Net cash provided (used) by investing activities		(7,521		)			(12,499		)
Cash flows from financing activities:
Purchases of treasury stock		(307		)			(13		)
Proceeds from borrowings		700					1,456
Principal payments under debt obligations		0					(340		)
Dividends paid to shareholders		(472		)			(445		)
Change in investment-type contracts, net		1,138					1,095
Treasury stock reissued		59					19
Other, net		15					9
Net cash provided (used) by financing activities		1,133					1,781
Effect of exchange rate changes on cash and cash equivalents		(63		)			3
Net change in cash and cash equivalents		708					736
Cash and cash equivalents, beginning of period		2,041					2,249
Cash and cash equivalents, end of period		$	2,749				$	2,985
Supplemental disclosures of cash flow information:
Income taxes paid		$	673				$	762
Interest paid		139					119
Noncash interest		72			⁽¹⁾		66			⁽¹⁾
Impairment losses included in realized investment losses		65					643
Noncash financing activities:
Capitalized lease obligations		0					3
Treasury stock issued for:
Associate stock bonus		28					24
Shareholder dividend reinvestment		18					19
Share-based compensation grants		5					3

⁽¹⁾ Consists primarily of accreted interest on discounted advance premiums

See the accompanying Notes to the Consolidated Financial Statements.

Aflac Incorporated and Subsidiaries

Notes to the Consolidated Financial Statements

(Interim period data – Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Aflac Incorporated (the Parent Company) and its subsidiaries (collectively, the Company) primarily sell supplemental health and life insurance in the United States and Japan. The Company's insurance business is marketed and administered through American Family Life Assurance Company of Columbus (Aflac), which operates in the United States (Aflac U.S.) and as a branch in Japan (Aflac Japan). Most of Aflac's policies are individually underwritten and marketed through independent agents. Additionally, Aflac U.S. markets and administers group products through Continental American Insurance Company (CAIC), branded as Aflac Group Insurance. Our insurance operations in the United States and our branch in Japan service the two markets for our insurance business. Aflac Japan's revenues, including realized gains and losses on its investment portfolio, accounted for 75% and 78% of the Company's total revenues in the nine -month periods ended September 30, 2013 , and 2012 , respectively. The percentage of the Company's total assets attributable to Aflac Japan was 85% at September 30, 2013 , and 87% at December 31, 2012 .

Basis of Presentation

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). These principles are established primarily by the Financial Accounting Standards Board (FASB). In these Notes to the Consolidated Financial Statements, references to GAAP issued by the FASB are derived from the FASB Accounting Standards Codification ^TM (ASC). The preparation of financial statements in conformity with GAAP requires us to make estimates when recording transactions resulting from business operations based on currently available information. The most significant items on our balance sheet that involve a greater degree of accounting estimates and actuarial determinations subject to changes in the future are the valuation of investments, deferred policy acquisition costs, liabilities for future policy benefits and unpaid policy claims, and income taxes. These accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commission and other acquisition expenses, and terminations by policyholders. As additional information becomes available, or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some variability is inherent in these estimates, we believe the amounts provided are adequate.

The unaudited consolidated financial statements include the accounts of the Parent Company, its subsidiaries and those entities required to be consolidated under applicable accounting standards. All material intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying unaudited consolidated financial statements of the Company contain all adjustments, consisting of normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of September 30, 2013 , and December 31, 2012 , the consolidated statements of earnings and comprehensive income (loss) for the three- and nine -month periods ended September 30, 2013 , and 2012 , and the consolidated statements of shareholders' equity and cash flows for the nine -month periods ended September 30, 2013 , and 2012 . Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report to shareholders for the year ended December 31, 2012 .

Significant Accounting Policies

We have updated the disclosure in the accounting policy for income taxes and have added our accounting policy for reinsurance. All other categories of significant accounting policies remain unchanged from our annual report to shareholders for the year ended December 31, 2012 .

Income Taxes: Income tax provisions are generally based on pretax earnings reported for financial statement purposes, which differ from those amounts used in preparing our income tax returns. Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which we expect the temporary differences to reverse. We record deferred tax assets for tax positions taken based on our assessment of whether the tax position is more likely than not to be sustained upon examination by taxing authorities. A valuation allowance is

established for deferred tax assets when it is more likely than not that an amount will not be realized. In the second quarter of 2013, we recorded a valuation allowance of $237 million related to the deferred tax assets associated with our unrealized investment losses recorded in other comprehensive income. In the third quarter of 2013, we released this $237 million valuation allowance because it was more likely than not that the deferred tax assets related to unrealized investment losses will be realized in the future.

As discussed in the Translation of Foreign Currencies section in Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 , Aflac Japan maintains certain dollar-denominated investments. While there are no translation effects to record in other comprehensive income (loss), the deferred tax expense or benefit associated with foreign exchange gains or losses on this portfolio is recognized in other comprehensive income (loss) until the securities mature or are sold. Total income tax expense (benefit) related to items of other comprehensive income (loss) included a tax benefit of $38 million during the three-month period ended September 30, 2013 , and a tax benefit of $86 million during the three-month period ended September 30, 2012 , for these dollar-denominated investments. Excluding these amounts from total taxes on other comprehensive income (loss) would result in an effective income tax rate on pretax other comprehensive income (loss) of (102.3)% and 34.4% in the three-month periods ended September 30, 2013 and 2012 , respectively. In addition, excluding the release of the tax valuation allowance in the three-month period ended September 30, 2013 , the effective income tax rate on pretax other comprehensive income (loss) would have been 38.8% . Total income tax expense (benefit) related to items of other comprehensive income (loss) included tax expense of $614 million during the nine -month period ended September 30, 2013 , and a tax benefit of $25 million during the nine -month period ended September 30, 2012 , for these dollar-denominated investments. Excluding these amounts from total taxes on other comprehensive income (loss) would result in an effective income tax rate on pretax other comprehensive income (loss) of 38.1% and 35.2% in the nine -month periods ended September 30, 2013 and 2012 , respectively.

Reinsurance: We enter into reinsurance agreements with other companies in the normal course of business. For each of our reinsurance agreements, we determine if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. Reinsurance premiums and benefits paid or provided are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums, benefits and deferred acquisition costs (DAC) are reported net of insurance ceded. See Note 6 of the Notes to the Consolidated Financial Statements for additional information.

Reclassifications: Certain reclassifications have been made to prior-year amounts to conform to current-year reporting classifications. These reclassifications had no impact on net earnings or total shareholders' equity.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Derivatives and hedging: In July 2013, the FASB issued an update which allows entities to use the Federal Funds Effective Swap Rate, also referred to as the Overnight Index Swap Rate (OIS), as a benchmark interest rate for hedge accounting purposes. Previously the only acceptable benchmark rates for hedge accounting purposes under GAAP were U.S. Treasury rates and the London Interbank Offered Rate (LIBOR) swap rate. This update reflects the evolution of market hedging practices and is intended to provide more flexibility in hedging interest rate risk. We adopted this guidance in the third quarter of 2013 on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the effective date of July 17, 2013. The adoption of the guidance had no impact on our financial position or results of operations.

Reporting of amounts reclassified out of accumulated other comprehensive income: In February 2013, the FASB issued guidance that requires reclassification adjustments for items that are reclassified out of accumulated other comprehensive income to net income to be presented in statements where the components of net income and the components of other comprehensive income are presented or in the footnotes to the financial statements. Additionally, the amendment requires cross-referencing to other disclosures currently required for other reclassification items. We adopted this guidance as of January 1, 2013 . The adoption of this guidance impacted our financial statement disclosures, but it did not have an impact on our financial position or results of operations.

Disclosures about offsetting assets and liabilities: In December 2011 , the FASB issued guidance to amend the disclosure requirements about offsetting assets and liabilities. The new guidance essentially clarifies the FASB's intent concerning the application of existing offsetting disclosure requirements. Entities are required to disclose gross and net

information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions when those activities are subject to an agreement similar to a master netting arrangement. The scope of this guidance was clarified and revised in January 2013 to apply to derivatives, repurchase agreements, reverse repurchase agreements, securities borrowing and securities lending arrangements. The objective of this disclosure is to move toward consistency between U.S. GAAP and International Financial Reporting Standards (IFRS). We adopted this guidance as of January 1, 2013 . The adoption of this guidance impacted our financial statement disclosures, but it did not have an impact on our financial position or results of operations.

Presentation of comprehensive income: In June 2011, the FASB issued guidance to amend the presentation of comprehensive income. The amendment requires that all non-owner changes in shareholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We adopted this guidance as of January 1, 2012 and elected the option to report comprehensive income in two separate but consecutive statements. The adoption of this guidance did not have an impact on our financial position or results of operations.

Fair value measurements and disclosures: In May 2011 , the FASB issued guidance to amend the fair value measurement and disclosure requirements. Most of the amendments are clarifications of the FASB's intent about the application of existing fair value measurement and disclosure requirements. Other amendments change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The new fair value measurement disclosures include additional quantitative and qualitative disclosures for Level 3 measurements, including a qualitative sensitivity analysis of fair value to changes in unobservable inputs, and categorization by fair value hierarchy level for items for which the fair value is only disclosed. We adopted this guidance as of January 1, 2012 . The adoption of this guidance impacted our financial statement disclosures, but it did not affect our financial position or results of operations.

Accounting for costs associated with acquiring or renewing insurance contracts: In October 2010 , the FASB issued amended accounting guidance on accounting for costs associated with acquiring or renewing insurance contracts. Under the previous guidance, costs that varied with and were primarily related to the acquisition of a policy were deferrable. Under the amended guidance, only incremental direct costs associated with the successful acquisition of a new or renewal contract may be capitalized, and direct-response advertising costs may be capitalized only if they meet certain criteria. This guidance is effective on a prospective or retrospective basis for interim and annual periods beginning after December 15, 2011 . We retrospectively adopted this guidance as of January 1, 2012 . The retrospective adoption of this accounting standard resulted in an after-tax cumulative reduction to retained earnings of $391 million and an after-tax cumulative reduction to unrealized foreign currency translation gains in accumulated other comprehensive income of $67 million , resulting in a total reduction to shareholders' equity of $458 million as of December 31, 2009 (the opening balance sheet date in our annual report on Form 10-K for the year ended December 31, 2012 ). The adoption of this accounting standard had an immaterial impact on net income in 2011 and for all preceding years.

Accounting Pronouncements Pending Adoption

Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists: In July 2013, the FASB issued guidance to amend the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance essentially states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This accounting standard applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This guidance is effective for annual reporting periods beginning on or after December 15, 2013, and interim periods within those annual periods and requires prospective presentation for all comparative periods presented. The adoption of this guidance will not have a significant impact on our financial statements.

Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact to our business.

For additional information on new accounting pronouncements and recent accounting guidance and their impact, if any, on our financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

2. BUSINESS SEGMENT INFORMATION

The Company consists of two reportable insurance business segments: Aflac Japan and Aflac U.S., both of which sell supplemental health and life insurance. Operating business segments that are not individually reportable and business activities not included in Aflac Japan or Aflac U.S. are included in the "Other business segments" category.

We do not allocate corporate overhead expenses to business segments. We evaluate and manage our business segments using a financial performance measure called pretax operating earnings. Our definition of operating earnings includes interest cash flows associated with notes payable and exc ludes the following items from net earnings on an after-tax basis: realized investment gains/losses (securities transactions, impairments, and the impact of derivative and hedging activities) and nonrecurring items. We then exclude income taxes related to operations to arrive at pretax operating earnings. Information regarding operations by segment follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Revenues:
Aflac Japan:
Earned premiums	$	3,735		$	4,405		$	11,357		$	12,769
Net investment income	659			713			1,986			2,134
Other income	8			22			46			38
Total Aflac Japan	4,402			5,140			13,389			14,941
Aflac U.S.:
Earned premiums	1,293			1,254			3,868			3,736
Net investment income	159			153			473			457
Other income	1			5			4			10
Total Aflac U.S.	1,453			1,412			4,345			4,203
Other business segments	11			10			38			40
Total business segment revenues	5,866			6,562			17,772			19,184
Realized investment gains (losses)	22			286			379			(177		)
Corporate	71			65			229			197
Intercompany eliminations	(73		)	(66		)	(242		)	(215		)
Total revenues	$	5,886		$	6,847		$	18,138		$	18,989



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Pretax earnings:
Aflac Japan	$	846		$	994		$	2,775		$	2,998
Aflac U.S.	269			260			833			789
Total business segment pretax operating earnings	1,115			1,254			3,608			3,787
Interest expense, noninsurance operations	(50		)	(45		)	(147		)	(134		)
Corporate and eliminations	(18		)	(15		)	(52		)	(53		)
Pretax operating earnings	1,047			1,194			3,409			3,600
Realized investment gains (losses)	22			286			379			(177		)
Total earnings before income taxes	$	1,069		$	1,480		$	3,788		$	3,423
Income taxes applicable to pretax operating earnings	$	360		$	363		$	1,173		$	1,200
Effect of foreign currency translation on operating earnings	(97		)	2			(271		)	28

Assets were as follows:



(In millions)	September 30, 2013				December 31, 2012
Assets:
Aflac Japan		$	101,471			$	113,678
Aflac U.S.		16,135				16,122
Other business segments		153				154
Total business segment assets		117,759				129,954
Corporate		19,821				20,318
Intercompany eliminations		(17,662		)		(19,178		)
Total assets		$	119,918			$	131,094

3. INVESTMENTS

Investment Holdings

The amortized cost for our investments in debt and perpetual securities, the cost for equity securities and the fair values of these investments are shown in the following tables.



	September 30, 2013
(In millions)	Cost or Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Securities available for sale, carried at fair value:
Fixed maturities:
Yen-denominated:
Japan government and agencies		$	12,744		$	445		$	22		$	13,167
Mortgage- and asset-backed securities		614			34			0			648
Public utilities		2,816			96			78			2,834
Sovereign and supranational		1,055			82			0			1,137
Banks/financial institutions		3,088			163			322			2,929
Other corporate		4,178			139			247			4,070
Total yen-denominated		24,495			959			669			24,785
Dollar-denominated:
U.S. government and agencies		93			9			3			99
Municipalities		1,016			56			15			1,057
Mortgage- and asset-backed securities		167			17			0			184
Public utilities		5,018			369			206			5,181
Sovereign and supranational		462			82			1			543
Banks/financial institutions		3,527			329			48			3,808
Other corporate		21,633			911			1,278			21,266
Total dollar-denominated		31,916			1,773			1,551			32,138
Total fixed maturities		56,411			2,732			2,220			56,923
Perpetual securities:
Yen-denominated:
Banks/financial institutions		2,811			108			403			2,516
Other corporate		274			0			65			209
Dollar-denominated:
Banks/financial institutions		208			22			14			216
Total perpetual securities		3,293			130			482			2,941
Equity securities		18			5			1			22
Total securities available for sale		$	59,722		$	2,867		$	2,703		$	59,886



	September 30, 2013
(In millions)	Cost or Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Yen-denominated:
Japan government and agencies		$	24,708		$	1,366		$	0		$	26,074
Municipalities		432			49			0			481
Mortgage- and asset-backed securities		66			3			0			69
Public utilities		4,359			168			184			4,343
Sovereign and supranational		3,219			160			104			3,275
Banks/financial institutions		6,905			143			493			6,555
Other corporate		3,918			213			172			3,959
Total yen-denominated		43,607			2,102			953			44,756
Total securities held to maturity		$	43,607		$	2,102		$	953		$	44,756



	December 31, 2012
(In millions)	Cost or Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Securities available for sale, carried at fair value:
Fixed maturities:
Yen-denominated:
Japan government and agencies		$	12,612		$	349		$	81		$	12,880
Mortgage- and asset-backed securities		746			40			1			785
Public utilities		3,608			116			72			3,652
Sovereign and supranational		1,404			71			0			1,475
Banks/financial institutions		3,455			233			180			3,508
Other corporate		5,656			241			153			5,744
Total yen-denominated		27,481			1,050			487			28,044
Dollar-denominated:
U.S. government and agencies		93			24			0			117
Municipalities		1,045			156			6			1,195
Mortgage- and asset-backed securities		188			58			0			246
Public utilities		4,204			658			17			4,845
Sovereign and supranational		476			123			2			597
Banks/financial institutions		3,626			506			6			4,126
Other corporate		16,300			1,878			95			18,083
Total dollar-denominated		25,932			3,403			126			29,209
Total fixed maturities		53,413			4,453			613			57,253
Perpetual securities:
Yen-denominated:
Banks/financial institutions		3,635			193			161			3,667
Other corporate		309			43			0			352
Dollar-denominated:
Banks/financial institutions		269			23			9			283
Total perpetual securities		4,213			259			170			4,302
Equity securities		20			4			1			23
Total securities available for sale		$	57,646		$	4,716		$	784		$	61,578



	December 31, 2012
(In millions)	Cost or Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Yen-denominated:
Japan government and agencies		$	32,043		$	356		$	67		$	32,332
Municipalities		492			30			2			520
Mortgage- and asset-backed securities		90			4			0			94
Public utilities		4,924			233			106			5,051
Sovereign and supranational		3,209			192			84			3,317
Banks/financial institutions		9,211			211			431			8,991
Other corporate		4,457			187			108			4,536
Total yen-denominated		54,426			1,213			798			54,841
Total securities held to maturity		$	54,426		$	1,213		$	798		$	54,841

The methods of determining the fair values of our investments in fixed-maturity securities, perpetual securities and equity securities, including a change in valuation methodology for determining fair value of privately issued securities as of the first quarter of 2013, are described in Note 5.

During the third and first quarters of 2013 , we did not reclassify any investments from the held-to-maturity portfolio to the available-for-sale portfolio. During the second quarter of 2013 , we reclassified one investment from the held-to-maturity portfolio to the available-for-sale portfolio as a result of the issuer being downgraded to below investment grade. At the time of transfer, the security had an amortized cost of $297 million and an unrealized loss of $108 million .

During the third quarter of 2012, we reclassified one investment from the held-to-maturity portfolio to the available-for-sale portfolio as a result of the issuer being downgraded to below investment grade. At the time of transfer, this security had an amortized cost of $206 million after it was written down to its fair value in the third quarter of 2012. During the second quarter of 2012, we reclassified five investments from the held-to-maturity portfolio to the available-for-sale portfolio as a result of the issuer being downgraded to below investment grade. At the time of transfer, the securities had an aggregate amortized cost of $842 million and an aggregate unrealized loss of $268 million . During the first quarter of 2012, we reclassified one investment from the held-to-maturity portfolio to the available-for-sale portfolio as a result of the issuer being downgraded to below investment grade. At the time of transfer, the security had an amortized cost of $122 million and an unrealized loss of $23 million .

Contractual and Economic Maturities

The contractual maturities of our investments in fixed maturities at September 30, 2013 , were as follows:



	Aflac Japan						Aflac U.S.
(In millions)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Available for sale:
Due in one year or less		$	741		$	748		$	56		$	56
Due after one year through five years		2,048			2,141			415			473
Due after five years through 10 years		9,814			9,589			1,458			1,563
Due after 10 years		32,306			32,149			8,555			9,123
Mortgage- and asset-backed securities		684			727			39			47
Total fixed maturities available for sale		$	45,593		$	45,354		$	10,523		$	11,262
Held to maturity:
Due in one year or less		$	139		$	140		$	0		$	0
Due after one year through five years		1,142			1,217			0			0
Due after five years through 10 years		2,275			2,359			0			0
Due after 10 years		39,986			40,971			0			0
Mortgage- and asset-backed securities		65			69			0			0
Total fixed maturities held to maturity		$	43,607		$	44,756		$	0		$	0

At September 30, 2013 , the Parent Company had a portfolio of available-for-sale fixed-maturity securities totaling $295 million at amortized cost and $307 million at fair value, which is not included in the table above.

Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties.

The majority of our perpetual securities are subordinated to other debt obligations of the issuer, but rank higher than the issuer's equity securities. Perpetual securities have characteristics of both debt and equity investments, along with unique features that create economic maturity dates for the securities. Although perpetual securities have no contractual maturity date, they have stated interest coupons that were fixed at their issuance and subsequently change to a floating short-term interest rate of 125 to more than 300 basis points above an appropriate market index , generally by the 25th year after issuance , thereby creating an economic maturity date. The economic maturities of our investments in perpetual securities, which were all reported as available for sale at September 30, 2013 , were as follows:



	Aflac Japan						Aflac U.S.
(In millions)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Due after one year through five years		$	1,107		$	988		$	5		$	5
Due after five years through 10 years		274			209			0			0
Due after 10 years		1,808			1,639			99			100
Total perpetual securities available for sale		$	3,189		$	2,836		$	104		$	105

Investment Concentrations

Our investment process begins with an independent approach to underwriting each issuer's fundamental credit quality. We evaluate independently those factors which we believe could influence an issuer's ability to make payments under the contractual terms of our instruments. This includes a thorough analysis of a variety of items including the issuer's country of domicile (including political, legal, and financial considerations); the industry in which the issuer competes (with an analysis of industry structure, end-market dynamics, and regulation); company specific issues (such as management, assets, earnings, cash generation, and capital needs); and contractual provisions of the instrument (such as financial covenants and position in the capital structure). We further evaluate the investment considering broad business and portfolio management objectives, including asset/liability needs, portfolio diversification, and expected income.

Banks and Financial Institutions

One of our largest investment sector concentrations as of September 30, 2013 , was banks and financial institutions. Within the countries we approve for investment opportunities, we primarily invest in financial institutions that are strategically crucial to each approved country's economy. The bank and financial institution sector is a highly regulated industry and plays a strategic role in the global economy.

Our total investments in the bank and financial institution sector, including those classified as perpetual securities, were as follows:



	September 30, 2013						December 31, 2012
	Total Investments in Banks and Financial Institutions Sector (in millions)			Percentage of Total Investment Portfolio			Total Investments in Banks and Financial Institutions Sector (in millions)			Percentage of Total Investment Portfolio
Fixed maturities:
Amortized cost		$	13,520		13	%		$	16,292		14	%
Fair value		13,292			12			16,625			14
Perpetual securities:
Upper Tier II:
Amortized cost		$	2,102		2	%		$	2,825		3	%
Fair value		1,941			2			2,919			3
Tier I:
Amortized cost		917			1			1,079			1
Fair value		791			1			1,031			1
Total:
Amortized cost		$	16,539		16	%		$	20,196		18	%
Fair value		16,024			15			20,575			18

Realized Investment Gains and Losses

Information regarding pretax realized gains and losses from investments is as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Realized investment gains (losses) on securities:
Fixed maturities:
Available for sale:
Gross gains from sales	$	92		$	313		$	284		$	346
Gross losses from sales	(24		)	(1		)	(30		)	(37		)
Net gains (losses) from redemptions	4			0			25			2
Other-than-temporary impairment losses	(10		)	(70		)	(64		)	(400		)
Held to maturity:
Net gains (losses) from redemptions	0			0			0			3
Total fixed maturities	62			242			215			(86		)
Perpetual securities:
Available for sale:
Gross gains from sales	0			12			0			82
Gross losses from sales	0			(36		)	(2		)	(98		)
Net gains (losses) from redemptions	0			0			0			60
Other-than-temporary impairment losses	0			(27		)	0			(243		)
Total perpetual securities	0			(51		)	(2		)	(199		)
Equity securities:
Other-than-temporary impairment losses	0			0			(1		)	0
Total equity securities	0			0			(1		)	0
Derivatives and other:
Derivative gains (losses)	(41		)	95			157			108
Other	1			0			10			0
Total derivatives and other	(40		)	95			167			108
Total realized investment gains (losses)	$	22		$	286		$	379		$	(177	)

Other-than-temporary Impairment

The fair values of our debt and perpetual security investments fluctuate based on changes in interest rates, foreign exchange, and credit spreads in the global financial markets. Fair values can also be heavily influenced by the values of the assets of the issuer and expected ultimate recovery values upon default, bankruptcy or other financial restructuring. Credit spreads are most impacted by the general credit environment and global market liquidity. Interest rates are driven by numerous factors including, but not limited to, supply and demand, governmental monetary actions, expectations of inflation and economic growth. We believe that fluctuations in the fair value of our investment securities related to general changes in the level of credit spreads or interest rates have little bearing on underlying credit quality of the issuer, and whether our investment is ultimately recoverable. Generally, we consider such declines in fair values to be temporary even in situations where an investment remains in an unrealized loss position for a year or more.

However, in the course of our credit review process, we may determine that it is unlikely that we will recover our investment in an issuer due to factors specific to an individual issuer, as opposed to general changes in global credit spreads or interest rates. In this event, we consider such a decline in the investment's fair value, to the extent it is below the investment's cost or amortized cost, to be an other-than-temporary impairment of the investment and reduce the book value of the investment to its fair value.

In addition to the usual investment risk associated with a debt instrument, our perpetual security holdings are largely issued by banks that are integral to the financial markets of the sovereign country of the issuer. As a result of the issuer's position within the economy of the sovereign country, our perpetual securities may be subject to a higher risk of nationalization of their issuers in connection with capital injections from an issuer's sovereign government. We cannot be assured that such capital support will extend to all levels of an issuer's capital structure. In addition, certain

governments or regulators may consider imposing interest and principal payment restrictions on issuers of hybrid securities to preserve cash and preserve the issuer's capital. Beyond the cash flow impact that additional deferrals would have on our portfolio, such deferrals could result in ratings downgrades of the affected securities, which in turn could result in a reduction of fair value of the securities and increase our regulatory capital requirements. We consider these factors in our credit review process.

When determining our intention to sell a security prior to recovery of its fair value to amortized cost, we evaluate facts and circumstances such as, but not limited to, future cash flow needs, decisions to reposition our security portfolio, and risk profile of individual investment holdings. We perform ongoing analyses of our liquidity needs, which includes cash flow testing of our policy liabilities, debt maturities, projected dividend payments and other cash flow and liquidity needs. Our cash flow testing includes extensive duration analysis of our investment portfolio and policy liabilities. Based on our analyses, we have concluded that we have sufficient excess cash flows to meet our liquidity needs without selling any of our investments prior to their maturity.

The following table details our pretax other-than-temporary impairment losses by investment category that resulted from our impairment evaluation process.



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Perpetual securities	$	0		$	27		$	0		$	243
Corporate bonds	3			70			41			253
Mortgage- and asset-backed securities	0			0			0			3
Sovereign and supranational	7			0			23			144
Equity securities	0			0			1			0
Total other-than-temporary impairment losses realized	$	10	⁽¹⁾	$	97	⁽¹⁾	$	65	⁽¹⁾	$	643	⁽¹⁾

⁽¹⁾ Includes $0 and $70 for the three-month periods and $0 and $365 for the nine-month periods ended September 30, 2013 and 2012 , respectively, for credit-related impairments; $0 and $27 for the three-month periods and $1 and $27 for the nine-month periods ended September 30, 2013 and 2012, respectively, for impairments due to severity and duration of decline in fair value; and $10 and $0 for the three-month periods and $64 and $251 for the nine-month periods ended September 30, 2013 and 2012 , respectively, from change in intent to sell securities

Unrealized Investment Gains and Losses

Effect on Shareholders’ Equity

The net effect on shareholders’ equity of unrealized gains and losses from investment securities was as follows:



(In millions)	September 30, 2013				December 31, 2012
Unrealized gains (losses) on securities available for sale		$	164			$	3,932
Unamortized unrealized gains on securities transferred to held to maturity		14				20
Deferred income taxes		(35		)		(1,382		)
Shareholders’ equity, unrealized gains (losses) on investment securities		$	143			$	2,570

Gross Unrealized Loss Aging

The following tables show the fair values and gross unrealized losses of our available-for-sale and held-to-maturity investments that were in an unrealized loss position, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.



	September 30, 2013
	Total						Less than 12 months						12 months or longer
(In millions)	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
Fixed Maturities:
Japan government and agencies:
Yen-denominated		$	1,933		$	22		$	1,933		$	22		$	0		$	0
Municipalities:
Dollar-denominated		196			15			163			10			33			5
Public utilities:
Dollar-denominated		2,314			206			2,297			203			17			3
Yen-denominated		3,367			262			2,123			134			1,244			128
Sovereign and supranational:
Dollar-denominated		43			1			43			1			0			0
Yen-denominated		935			104			554			25			381			79
Banks/financial institutions:
Dollar-denominated		816			48			784			44			32			4
Yen-denominated		5,455			815			2,704			171			2,751			644
Other corporate:
Dollar-denominated		12,903			1,278			12,532			1,207			371			71
Yen-denominated		3,857			419			2,642			242			1,215			177
U.S. government and agencies:
Dollar-denominated		37			3			37			3			0			0
Total fixed maturities		31,856			3,173			25,812			2,062			6,044			1,111
Perpetual securities:
Dollar-denominated		71			14			51			9			20			5
Yen-denominated		1,916			468			1,362			248			554			220
Total perpetual securities		1,987			482			1,413			257			574			225
Equity securities		5			1			5			1			0			0
Total		$	33,848		$	3,656		$	27,230		$	2,320		$	6,618		$	1,336



	December 31, 2012
	Total						Less than 12 months						12 months or longer
(In millions)	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
Fixed Maturities:
Japan government and agencies:
Yen-denominated		$	17,342		$	148		$	17,342		$	148		$	0		$	0
Municipalities:
Dollar-denominated		34			6			1			0			33			6
Yen-denominated		56			2			56			2			0			0
Mortgage- and asset- backed securities:
Yen-denominated		136			1			0			0			136			1
Public utilities:
Dollar-denominated		736			17			736			17			0			0
Yen-denominated		3,920			178			1,339			31			2,581			147
Sovereign and supranational:
Dollar-denominated		31			2			0			0			31			2
Yen-denominated		1,244			84			507			13			737			71
Banks/financial institutions:
Dollar-denominated		276			6			180			3			96			3
Yen-denominated		6,918			611			1,935			28			4,983			583
Other corporate:
Dollar-denominated		4,534			95			4,404			86			130			9
Yen-denominated		4,013			261			1,635			40			2,378			221
Total fixed maturities		39,240			1,411			28,135			368			11,105			1,043
Perpetual securities:
Dollar-denominated		136			9			120			0			16			9
Yen-denominated		1,315			161			0			0			1,315			161
Total perpetual securities		1,451			170			120			0			1,331			170
Equity securities		6			1			3			0			3			1
Total		$	40,697		$	1,582		$	28,258		$	368		$	12,439		$	1,214

Analysis of Securities in Unrealized Loss Positions

The unrealized losses on our investments have been primarily related to general market changes in interest rates, foreign exchange rates, and/or the levels of credit spreads rather than specific concerns with the issuer's ability to pay interest and repay principal. In addition, in the first quarter of 2013, we refined our methodology for valuing certain privately issued securities (see Note 5).

For any significant declines in fair value, we perform a more focused review of the related issuers' credit profile. For corporate issuers, we evaluate their assets, business profile including industry dynamics and competitive positioning, financial statements and other available financial data. For non-corporate issuers, we analyze all sources of credit support, including issuer-specific factors. We utilize information available in the public domain and, for certain private placement issuers, from consultations with the issuers directly. We also consider ratings from the Nationally Recognized Statistical Rating Organizations (NRSROs), as well as the specific characteristics of the security we own including seniority in the issuer's capital structure, covenant protections, or other relevant features. From these reviews, we evaluate the issuers' continued ability to service our investment through payment of interest and principal.

The following table provides more information on our unrealized loss positions.



		September 30, 2013									December 31, 2012
(In millions)	Percentage of Total Investments in an Unrealized Loss Position			Percentage of Gross Unrealized Losses			Percentage of Gross Unrealized Losses for Investment Grade Securities			Percentage of Total Investments in an Unrealized Loss Position			Percentage of Gross Unrealized Losses			Percentage of Gross Unrealized Losses for Investment Grade Securities
Fixed Maturities:
Japan government and agencies		6	%		1	%		100	%		43	%		9	%		100	%
Public utilities		17			13			88			11			12			69
Sovereign and supranational		3			3			100			3			6			96
Banks/financial institutions		19			24			67			18			39			76
Other corporate		49			46			93			21			23			72
Total fixed maturities		94	%		87	%					96	%		89	%
Perpetual securities		6			13			87			4			11			100
Total		100	%		100	%					100	%		100	%

The decline in the percentage of perpetual securities in an unrealized loss position that are investment grade is due primarily to a refinement in our methodology for valuing privately issued securities, including perpetual securities, that was implemented in the first quarter of 2013 and was not indicative of credit-related changes or downgrades.

Assuming no credit-related factors develop, as investments near maturity, the unrealized gains or losses can be expected to diminish. Based on our credit analysis, we believe that the issuers of our investments in the sectors shown in the table above have the ability to service their obligations to us.

Perpetual Securities

The majority of our investments in Upper Tier II and Tier I perpetual securities were in highly-rated global financial institutions. Upper Tier II securities have more debt-like characteristics than Tier I securities and are senior to Tier I securities, preferred stock, and common equity of the issuer. Conversely, Tier I securities have more equity-like characteristics, but are senior to the common equity of the issuer. They may also be senior to certain preferred shares, depending on the individual security, the issuer's capital structure and the regulatory jurisdiction of the issuer.

Details of our holdings of perpetual securities were as follows:

Perpetual Securities



		September 30, 2013										December 31, 2012
(In millions)	Credit Rating	Amortized Cost			Fair Value			Unrealized Gain (Loss)				Amortized Cost			Fair Value			Unrealized Gain (Loss)
Upper Tier II:
	A		$	161		$	179		$	18			$	460		$	488		$	28
	BBB		1,686			1,559			(127		)		2,077			2,129			52
	BB or lower		255			203			(52		)		288			302			14
Total Upper Tier II			2,102			1,941			(161		)		2,825			2,919			94
Tier I:
	BBB		804			675			(129		)		966			904			(62		)
	BB or lower		113			116			3				113			127			14
Total Tier I			917			791			(126		)		1,079			1,031			(48		)
Other subordinated - non-banks	BBB		274			209			(65		)		309			352			43
Total			$	3,293		$	2,941		$	(352	)		$	4,213		$	4,302		$	89

During the first nine months of 2013 , our aggregate holdings in perpetual securities moved from an unrealized gain of $89 million to an unrealized loss of $352 million . This change is primarily due to a refinement in our methodology for valuing privately issued securities, including perpetual securities, that was implemented in the first quarter of 2013 (see Note 5).

Assuming no credit-related factors develop, as investments near maturity, the unrealized gains or losses can be expected to diminish. Based on our credit analysis, we believe that the issuers of our investments in these sectors have the ability to service their obligations to us.

Variable Interest Entities (VIEs)

As a condition to our involvement or investment in a VIE, we enter into certain protective rights and covenants that preclude changes in the structure of the VIE that would alter the creditworthiness of our investment or our beneficial interest in the VIE.

Our involvement with all of the VIEs in which we have an interest is passive in nature, and we are not the arranger of these entities. We have not been involved in establishing these entities, except as it relates to our review and evaluation of the structure of these VIEs in the normal course of our investment decision-making process. Further, we are not, nor have we been, required to purchase any securities issued in the future by these VIEs.

Our ownership interest in the VIEs is limited to holding the obligations issued by them. All of the VIEs in which we invest are static with respect to funding and have no ongoing forms of funding after the initial funding date. We have no direct or contingent obligations to fund the limited activities of these VIEs, nor do we have any direct or indirect financial guarantees related to the limited activities of these VIEs. We have not provided any assistance or any other type of financing support to any of the VIEs we invest in, nor do we have any intention to do so in the future. The weighted-average lives of our notes are very similar to the underlying collateral held by these VIEs where applicable.

Our risk of loss related to our interests in any of our VIEs is limited to our investment in the debt securities issued by them.

VIEs - Consolidated

The following table presents the amortized cost, fair value and balance sheet caption in which the assets and liabilities of consolidated VIEs are reported.

Investments in Consolidated Variable Interest Entities



	September 30, 2013						December 31, 2012
(In millions)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Assets:
Fixed maturities, available for sale		$	4,598		$	4,974		$	5,058		$	5,787
Perpetual securities, available for sale		504			457			559			574
Fixed maturities, held to maturity		256			254			289			287
Other assets		165			165			191			191
Total assets of consolidated VIEs		$	5,523		$	5,850		$	6,097		$	6,839
Liabilities:
Other liabilities		$	247		$	247		$	399		$	399
Total liabilities of consolidated VIEs		$	247		$	247		$	399		$	399

We are substantively the only investor in the consolidated VIEs listed in the table above. As the sole investor in these VIEs, we have the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and are therefore considered to be the primary beneficiary of the VIEs that we consolidate. We also participate in substantially all of the variability created by these VIEs. The activities of these VIEs are limited to holding debt and perpetual securities and interest rate, foreign currency, and/or credit default swaps

(CDSs), as appropriate, and utilizing the cash flows from these securities to service our investment. Neither we nor any of our creditors are able to obtain the underlying collateral of the VIEs unless there is an event of default or other specified event. For those VIEs that contain a swap, we are not a direct counterparty to the swap contracts and have no control over them. Our loss exposure to these VIEs is limited to our original investment. Our consolidated VIEs do not rely on outside or ongoing sources of funding to support their activities beyond the underlying collateral and swap contracts, if applicable. With the exception of our investment in senior secured bank loans through unit trust structures, the underlying collateral assets and funding of our consolidated VIEs are generally static in nature and the underlying collateral and the reference corporate entities covered by any CDS contracts were all investment grade at the time of issuance.

We are exposed to credit losses within any consolidated collateralized debt obligations (CDOs) that could result in principal losses to our investments. We have mitigated our risk of credit loss through the structure of the VIE, which contractually requires the subordinated tranches within these VIEs to absorb the majority of the expected losses from the underlying credit default swaps. We currently own only senior mezzanine CDO tranches. Based on our statistical analysis models and the current subordination levels in our CDOs, each of these VIEs can sustain a reasonable number of defaults in the underlying reference entities in the CDSs with no loss to our investment.

VIEs-Not Consolidated

The table below reflects the amortized cost, fair value and balance sheet caption in which our investment in VIEs not consolidated are reported.

Investments in Variable Interest Entities Not Consolidated



	September 30, 2013						December 31, 2012
(In millions)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Assets:
Fixed maturities, available for sale		$	6,951		$	6,954		$	7,738		$	8,350
Perpetual securities, available for sale		399			389			736			751
Fixed maturities, held to maturity		3,384			3,419			3,829			3,922
Total investments in VIEs not consolidated		$	10,734		$	10,762		$	12,303		$	13,023

The VIEs that we are not required to consolidate are investments that are limited to loans in the form of debt obligations from the VIEs that are irrevocably and unconditionally guaranteed by their corporate parents. These VIEs are the primary financing vehicles used by their corporate sponsors to raise financing in the international capital markets. The variable interests created by these VIEs are principally or solely a result of the debt instruments issued by them. We do not have the power to direct the activities that most significantly impact the entity's economic performance, nor do we have (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. As such, we are not the primary beneficiary of these VIEs and are therefore not required to consolidate them. These VIE investments comprise securities from 172 separate issuers with an average credit rating of BBB .

Securities Lending

We lend fixed-maturity securities to financial institutions in short-term security-lending transactions. These short-term security-lending arrangements increase investment income with minimal risk. Our security lending policy requires that the fair value of the securities and/or unrestricted cash received as collateral be 102% or more of the fair value of the loaned securities. The following table presents our security loans outstanding and the corresponding collateral held:



(In millions)	September 30, 2013			December 31, 2012
Security loans outstanding, fair value		$	613		$	6,122
Cash collateral on loaned securities		628			6,277

The balance of our security loans outstanding was significantly lower at September 30, 2013 , compared with that at December 31, 2012 , due to the conclusion of a six-month securities lending program that began in the third quarter

of 2012. For this particular securities lending program, we invested the cash collateral in Japanese government bonds (JGBs) with maturities that corresponded with the conclusion of the program.

4. DERIVATIVE INSTRUMENTS

Our freestanding derivative financial instruments consist of: (1) foreign currency swaps, credit default swaps, and interest rate swaps that are associated with investments in special-purpose entities, including VIEs where we are the primary beneficiary; (2) foreign currency forward contracts used in hedging foreign exchange risk on U.S. dollar-denominated securities in Aflac Japan's portfolio; (3) foreign currency forwards and options used to hedge certain portions of forecasted cash flows denominated in yen; (4) swaps associated with our notes payable, consisting of an interest rate swap for our variable interest rate yen-denominated debt and cross-currency interest rate swaps, also referred to as foreign currency swaps, associated with certain senior notes and our subordinated debentures; and (5) options on interest rate swaps (or interest rate swaptions) used to hedge interest rate risk for certain U.S. dollar-denominated available-for-sale securities. We do not use derivative financial instruments for trading purposes, nor do we engage in leveraged derivative transactions. Some of our derivatives are designated as cash flow hedges, fair value hedges or net investment hedges; however, other derivatives do not qualify for hedge accounting. We utilize a net investment hedge to mitigate foreign exchange exposure resulting from our net investment in Aflac Japan. In addition to designating derivatives as hedging instruments, we have designated the majority of our yen-denominated Samurai and Uridashi notes and yen-denominated loans as nonderivative hedging instruments for this net investment hedge.

Derivative Types

Foreign currency swaps exchange an initial principal amount in two currencies, agreeing to re-exchange the currencies at a future date, at an agreed upon exchange rate. There may also be periodic exchanges of payments at specified intervals based on the agreed upon rates and notional amounts. Foreign currency swaps are used primarily in the consolidated VIEs in our Aflac Japan portfolio to convert foreign-denominated cash flows to yen, the functional currency of Aflac Japan, in order to minimize cash flow fluctuations. We also use foreign currency swaps to economically convert certain of our dollar-denominated senior note and subordinated debenture principal and interest obligations into yen-denominated obligations.

Foreign currency forwards with short-term maturities are executed for the Aflac Japan segment in order to economically convert certain fixed-maturity dollar-denominated securities into yen. In these transactions, Aflac Japan agrees with another party to buy a fixed amount of yen and sell a corresponding amount of U.S. dollars at a specified future date. The foreign currency forwards are used in fair value hedging relationships to mitigate the foreign exchange risk associated with dollar-denominated investments supporting yen-denominated liabilities. Aflac also utilizes foreign currency forwards to hedge the currency risk associated with the net investment in Aflac Japan. In these transactions, Aflac agrees with another party to buy a fixed amount of U.S. dollars and sell a corresponding amount of yen at a specified future date.

Foreign currency options are executed in order to hedge certain portions of forecasted cash flows that are denominated in yen, i.e. primarily profit repatriation from Aflac Japan. We use a combination of options to protect expected future cash flows by simultaneously purchasing a call option (an option that limits exposure to increasing foreign exchange rates) and selling a put option (an option that limits exposure to decreasing foreign exchange rates). The combination of these two actions results in no net premium paid (i.e. a costless or zero-cost collar). Aflac also enters into foreign currency options that give it the right, but not the obligation, to sell yen and buy U.S. dollars at a specified future date at a contracted price.

Credit default swaps (CDSs) are used to assume credit risk related to an individual security or an index. The only CDS derivatives that we have are components of certain of our investments in VIEs. These CDS contracts entitle the consolidated VIE to receive a periodic fee in exchange for an obligation to compensate the derivative counterparty should the referenced security issuers experience a credit event, as defined in the contract. The consolidated VIE is also exposed to credit risk due to embedded derivatives associated with credit-linked notes.

Interest rate swaps involve the periodic exchange of cash flows with other parties, at specified intervals, calculated using agreed upon rates or other financial variables and notional principal amounts. Typically, at the time a swap is entered into, the cash flow streams exchanged by the counterparties are equal in value and no cash or principal payments are exchanged at the inception of the contract. Interest rate swaps are primarily used to convert interest receipts on floating-rate fixed-maturity securities contracts to fixed rates. These derivatives are predominantly used to better match cash receipts from assets with cash disbursements required to fund liabilities.

Interest rate swaptions are options on interest rate swaps. Interest rate collars are combinations of two swaption positions and are executed in order to hedge certain dollar-denominated available-for-sale securities that are held in the Aflac Japan segment. We use collars to protect against significant changes in the fair value associated with interest rate changes of our dollar-denominated available-for-sale securities. In order to maximize the efficiency of the collars while minimizing cost, we set the strike price on each collar so that the premium paid for the ‘payer leg’ is offset by the premium received for having sold the ‘receiver leg’.

Credit Risk Assumed through Derivatives

For the interest rate, foreign currency, and credit default swaps associated with our VIE investments for which we are the primary beneficiary, we bear the risk of foreign exchange or interest rate loss due to counterparty default even though we are not a direct counterparty to those contracts. We are a direct counterparty to the interest rate and foreign currency swaps that we have on certain of our senior notes, subordinated debentures, and Samurai notes; foreign currency forwards; foreign currency options; and interest rate swaptions, therefore we are exposed to credit risk in the event of nonperformance by the counterparties in those contracts. The risk of counterparty default for our VIE swaps, foreign currency swaps, certain foreign currency forwards, foreign currency options, and interest rate swaptions is mitigated by collateral posting requirements the counterparty must meet. As of September 30, 2013 , there were 11 counterparties to our derivative agreements, with five comprising almost 85% of the aggregate notional amount. The counterparties to these derivatives are financial institutions with the following credit ratings.



	September 30, 2013										December 31, 2012
(In millions)	Notional Amount of Derivatives			Asset Derivatives Fair Value			Liability Derivatives Fair Value				Notional Amount of Derivatives			Asset Derivatives Fair Value			Liability Derivatives Fair Value
Counterparties' credit rating:
AA		$	161		$	4		$	(4	)		$	161		$	6		$	(7	)
A		22,640			594			(431		)		13,209			339			(927		)
Total		$	22,801		$	598		$	(435	)		$	13,370		$	345		$	(934	)

We engage in derivative transactions directly with unaffiliated third parties under International Swaps and Derivative Association, Inc. (ISDA) agreements and other documentation. Many of the ISDA agreements also include Credit Support Annex (CSA) provisions which generally provide for collateral postings, in certain cases at the first dollar of exposure and in other cases at various rating and threshold levels. We mitigate our risk to certain counterparties by entering into agreements that enable collateral to be obtained from a counterparty, either at the outset of the transaction or on an upfront or contingent basis. We minimize the risk that counterparties to transactions might be unable to fulfill their contractual obligations by monitoring counterparty credit exposure and collateral value while generally requiring that collateral be posted at the outset of the transaction or that additional collateral be posted upon the occurrence of certain events or circumstances. In addition, a significant portion of the derivative transactions have provisions that require collateral to be posted upon a downgrade of our long-term debt ratings or give the counterparty the right to terminate the transaction upon a downgrade of Aflac’s financial strength rating. The actual amount of collateral required to be posted to counterparties in the event of such downgrades, or the aggregate amount of payments that we could be required to make, depends on market conditions, the fair value of outstanding affected transactions, and other factors prevailing at and after the time of the downgrade.

Collateral posted by us to third parties for derivative transactions was $88 million at September 30, 2013 , which consisted of $70 million of pledged JGBs and $18 million of cash. There was no collateral posted to third parties for derivative transactions at December 31, 2012 . This collateral can generally be repledged or resold by the counterparties. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position by counterparty was $104 million as of September 30, 2013 . There were no derivative instruments with credit-risk related contingent features in a net liability position by counterparty as of December 31, 2012 . If the credit-risk-related contingent features underlying these agreements had been triggered on September 30, 2013 , we estimate that we would be required to post a maximum of $16 million of additional collateral to these derivative counterparties. Collateral obtained by us from third parties for derivative transactions was $104 million at September 30, 2013 . There was no collateral obtained from third parties at December 31, 2012 . We generally can repledge or resell collateral obtained by us, although we do not typically exercise such rights.

Certain of our consolidated VIEs have credit default swap contracts that require them to assume credit risk from an asset pool. Those consolidated VIEs will receive periodic payments based on an agreed upon rate and notional amount

and will only make a payment by delivery of associated collateral, which consists of highly rated asset-backed securities, if there is a credit event. A credit event payment will typically be equal to the notional value of the swap contract less the value of the referenced obligations. A credit event is generally defined as a default on contractually obligated interest or principal payments or bankruptcy of the referenced entity. The diversified portfolios of corporate issuers are established within sector concentration limits.

The following tables present the maximum potential risk, fair value, weighted-average years to maturity, and underlying referenced credit obligation type for credit default swaps within consolidated VIE structures.



September 30, 2013
		Less than one year				One to three years					Three to five years				Five to ten years						Total
(In millions)	Credit Rating	Maximum potential risk		Estimated fair value		Maximum potential risk			Estimated fair value		Maximum potential risk		Estimated fair value		Maximum potential risk			Estimated fair value			Maximum potential risk			Estimated fair value
Index exposure:
Corporate bonds:
	A	$	0	$	0	$	(120	)	$	2	$	0	$	0	$	0		$	0		$	(120	)	$	2
	BB or lower	0		0		0			0		0		0		(102		)	(9		)	(102		)	(9		)
Total		$	0	$	0	$	(120	)	$	2	$	0	$	0	$	(102	)	$	(9	)	$	(222	)	$	(7	)



December 31, 2012
		Less than one year				One to three years					Three to five years						Five to ten years						Total
(In millions)	Credit Rating	Maximum potential risk		Estimated fair value		Maximum potential risk			Estimated fair value		Maximum potential risk			Estimated fair value			Maximum potential risk			Estimated fair value			Maximum potential risk			Estimated fair value
Index exposure:
Corporate bonds:
	A	$	0	$	0	$	(133	)	$	2	$	0		$	0		$	0		$	0		$	(133	)	$	2
	BB or lower	0		0		0			0		(106		)	(47		)	(116		)	(20		)	(222		)	(67		)
Total		$	0	$	0	$	(133	)	$	2	$	(106	)	$	(47	)	$	(116	)	$	(20	)	$	(355	)	$	(65	)

Accounting for Derivative Financial Instruments

Freestanding derivatives are carried in our consolidated balance sheets either as assets within other assets or as liabilities within other liabilities at estimated fair value. See Note 5 for a discussion on how we determine the fair value of our derivatives. Accruals on derivatives are recorded in accrued investment income or within other liabilities in the consolidated balance sheets.

If a derivative is not designated as an accounting hedge or its use in managing risk does not qualify for hedge accounting, changes in the estimated fair value of the derivative are generally reported within derivative and other gains(losses), which is a component of realized investment gains (losses). The fluctuations in estimated fair value of derivatives that have not been designated for hedge accounting can result in volatility in net earnings.

Hedge Documentation and Effectiveness Testing

To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. At the inception of the hedging relationship, we formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking each hedge transaction. We document the designation of each hedge as either (i) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability or the hedge of a forecasted transaction ("cash flow hedge"); (ii) a hedge of the estimated fair value of a recognized asset or liability ("fair value hedge"); or (iii) a hedge of a net investment in a foreign operation. The documentation process includes linking derivatives and nonderivatives that are designated as hedges to specific assets or groups of assets or liabilities on the statement of financial position or to specific forecasted transactions and defining the effectiveness and ineffectiveness testing methods to be used. At the hedge's inception and on an ongoing quarterly basis, we also formally assess whether the derivatives that are used in hedging transactions have been, and are expected to continue to be, highly effective in offsetting their designated risk. Hedge effectiveness is assessed using qualitative and quantitative methods.

For assessing hedge effectiveness of cash flow hedges, qualitative methods may include the comparison of critical terms of the derivative to the hedged item, and quantitative methods include regression or other statistical analysis of changes in cash flows associated with the hedge relationship. Hedge ineffectiveness of the hedge relationships is measured each reporting period using the “Hypothetical Derivative Method.” For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings within derivative and other gains (losses). All components of each derivative's gain or loss are included in the assessment of hedge effectiveness.

For assessing hedge effectiveness of fair value hedges, qualitative methods may include the comparison of critical terms of the derivative to the hedged item, and quantitative methods include regression or other statistical analysis of changes in cash flows associated with the hedge relationship. Hedge ineffectiveness of the hedge relationships is measured each reporting period using the dollar offset method. For derivative instruments that are designated and qualify as fair value hedges, changes in the estimated fair value of the derivative, including amounts measured as ineffectiveness, and changes in the estimated fair value of the hedged item related to the designated risk being hedged, are reported in current earnings within derivative and other gains (losses).

For the hedge of our net investment in Aflac Japan, we have designated Parent Company yen-denominated liabilities as non-derivative hedging instruments and have designated certain foreign currency forwards, options, and swaps as derivative hedging instruments. For assessing hedge effectiveness of net investment hedges, if the total of the designated Parent Company non-derivative and derivatives notional is equal to or less than our net investment in Aflac Japan, the hedge is deemed to be effective. If the hedge is effective, the related exchange effect on the yen-denominated liabilities is reported in the unrealized foreign currency component of other comprehensive income. For derivatives designated as net investment hedges, Aflac follows the forward-rate method. According to that method, all changes in fair value, including changes related to the forward-rate component of foreign currency swap and forward contracts and the time value of foreign currency options, are reported in the unrealized foreign currency component of other comprehensive income.

Discontinuance of Hedge Accounting

We discontinue hedge accounting prospectively when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the estimated cash flows or fair value of a hedged item; (2) the derivative is de-designated as a hedging instrument; or (3) the derivative expires or is sold, terminated or exercised.

When hedge accounting is discontinued on a cash flow hedge or fair value hedge, the derivative is carried in the consolidated balance sheets at its estimated fair value, with changes in estimated fair value recognized in current period earnings. For discontinued cash flow hedges, including those where the derivative is sold, terminated or exercised, amounts previously deferred in other comprehensive income (loss) are reclassified into earnings when earnings are impacted by the cash flow of the hedged item.

Derivative Balance Sheet Classification

The tables below summarize the balance sheet classification of our derivative fair value amounts, as well as the gross asset and liability fair value amounts. The fair value amounts presented do not include income accruals. The notional amount of derivative contracts represents the basis upon which pay or receive amounts are calculated. Notional amounts are not reflective of credit risk.



		September 30, 2013
(In millions)	Net Derivatives							Asset Derivatives			Liability Derivatives
Hedge Designation/ Derivative Type	Notional Amount			Fair Value				Fair Value			Fair Value
Cash flow hedges:
Interest rate swaps		$	56		$	0			$	0		$	0
Foreign currency swaps		75			9				9			0
Total cash flow hedges		131			9				9			0
Fair value hedges:
Foreign currency forwards		11,266			125				129			(4		)
Interest rate swaptions		4,500			(70		)		38			(108		)
Total fair value hedges		15,766			55				167			(112		)
Net investment hedge:
Foreign currency swaps		1,950			201				264			(63		)
Foreign currency forwards		384			(9		)		0			(9		)
Foreign currency options		102			(2		)		2			(4		)
Total net investment hedge		2,436			190				266			(76		)
Non-qualifying strategies:
Interest rate swaps		222			0				1			(1		)
Foreign currency swaps		4,024			(84		)		153			(237		)
Credit default swaps		222			(7		)		2			(9		)
Total non-qualifying strategies		4,468			(91		)		156			(247		)
Total derivatives		$	22,801		$	163			$	598		$	(435	)
Balance Sheet Location
Other assets		$	15,334		$	598			$	598		$	0
Other liabilities		7,467			(435		)		0			(435		)
Total derivatives		$	22,801		$	163			$	598		$	(435	)



		December 31, 2012
(In millions)	Net Derivatives							Asset Derivatives			Liability Derivatives
Hedge Designation/ Derivative Type	Notional Amount			Fair Value				Fair Value			Fair Value
Cash flow hedges:
Interest rate swaps		$	64		$	0			$	0		$	0
Foreign currency swaps		75			14				14			0
Total cash flow hedges		139			14				14			0
Fair value hedges:
Foreign currency forwards		6,944			(535		)		0			(535		)
Total fair value hedges		6,944			(535		)		0			(535		)
Non-qualifying strategies:
Interest rate swaps		355			29				32			(3		)
Foreign currency swaps		5,577			(32		)		297			(329		)
Credit default swaps		355			(65		)		2			(67		)
Total non-qualifying strategies		6,287			(68		)		331			(399		)
Total derivatives		$	13,370		$	(589	)		$	345		$	(934	)
Balance Sheet Location
Other assets		$	2,585		$	345			$	345		$	0
Other liabilities		10,785			(934		)		0			(934		)
Total derivatives		$	13,370		$	(589	)		$	345		$	(934	)

Cash Flow Hedges

Certain of our consolidated VIEs have foreign currency swaps that qualify for hedge accounting treatment. For those that have qualified, we have designated the derivative as a hedge of the variability in cash flows of a forecasted transaction or of amounts to be received or paid related to a recognized asset (“cash flow” hedge). We expect to continue this hedging activity for a weighted-average period of approximately 12 years. The remaining derivatives in our consolidated VIEs that have not qualified for hedge accounting have been designated as held for other investment purposes (“non-qualifying strategies”).

We have an interest rate swap agreement related to 5.5 billion yen variable interest rate Samurai notes that we issued in July 2011 (see Note 7). By entering into this contract, we swapped the variable interest rate to a fixed interest rate of 1.475% . We have designated this interest rate swap as a hedge of the variability in our interest cash flows associated with the variable interest rate Samurai notes. The notional amount and terms of the swap match the principal amount and terms of the variable interest rate Samurai notes, and the swap had no value at inception. Changes in the fair value of the swap contract are recorded in other comprehensive income (loss) as the hedge is deemed effective. Should any portion of the hedge be deemed ineffective, that ineffective portion would be reported in net earnings.

Fair Value Hedges

We designate and account for foreign currency forwards as fair value hedges when they meet the requirements for hedge accounting. These foreign currency forwards hedge the foreign currency exposure of certain dollar-denominated fixed maturity securities within the investment portfolio of our Aflac Japan segment. We recognize gains and losses on these derivatives and the related hedged items in current earnings within derivative and other gains (losses). The change in the fair value of the foreign currency forwards related to the changes in the difference between the spot rate and the forward price is excluded from the assessment of hedge effectiveness.

We designate and account for interest rate swaptions as fair value hedges when they meet the requirements for hedge accounting. These interest rate swaptions hedge the interest rate exposure of certain dollar-denominated fixed maturity securities within the investment portfolio of our Aflac Japan segment. We recognize gains and losses on these derivatives and the related hedged items in current earnings within derivative and other gains (losses). The change in the fair value of the interest rate swaptions related to time to expiry is excluded from the assessment of hedge effectiveness.

The following table presents the gains and losses on derivatives and the related hedged items in fair value hedges.

Fair Value Hedging Relationships



(In millions)		Hedging Derivatives									Hedged Items
Hedging Derivatives	Hedged Items	Total Gains (Losses)			Gains (Losses) Excluded from Effectiveness Testing			Gains (Losses) Included in Effectiveness Testing			Gains (Losses)			Ineffectiveness Recognized for Fair Value Hedge
Three Months Ended September 30, 2013:
Foreign currency forwards	Fixed-maturity securities	$	102		$	(6	)	$	108		$	(104	)	$	4
Interest rate swaptions	Fixed-maturity securities	(41		)	(41		)	0			0			0
Nine Months Ended September 30, 2013:
Foreign currency forwards	Fixed-maturity securities	$	(891	)	$	(17	)	$	(874	)	$	870		$	(4	)
Interest rate swaptions	Fixed-maturity securities	(41		)	(41		)	0			0			0
Three and Nine Months Ended September 30, 2012:
Foreign currency forwards	Fixed-maturity securities	$	17		$	(3	)	$	20		$	(20	)	$	0

Net Investment Hedge

Our primary exposure to be hedged is our net investment in Aflac Japan, which is affected by changes in the yen/dollar exchange rate. To mitigate this exposure, we have taken the following courses of action. First, Aflac Japan maintains certain investments in dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. The functional currency for these investments is the U.S. dollar. The related investment income and realized/unrealized investment gains and losses are also denominated in U.S. dollars. The foreign exchange gains and losses related to these investments are taxable in Japan and the U.S. when the securities mature or are sold. Until maturity or sale, deferred tax expense or benefit associated with the foreign exchange gains or losses are recognized in other comprehensive income. As of October 1, 2013, these investments were transferred into the Aflac Japan investment portfolio comprising one foreign operation. These investments will begin to have translation effects recorded on a prospective basis. There was no translation impact for the nine-month period ended September 30, 2013 for these investments.

Secondly, we have designated a majority of the Parent Company's yen-denominated liabilities (Samurai and Uridashi notes and yen-denominated loans - see Note 7) as nonderivative hedges and designated foreign currency swaps, forwards, and options, as described below, as derivative hedges of the foreign currency exposure of our investment in Aflac Japan.

The designated foreign currency swaps consist of cross-currency interest rate swap agreements related to our $700 million senior notes due June 2023, $400 million senior notes due February 2017 , $350 million senior notes due February 2022 , and $500 million subordinated debentures due September 2052 . For additional information regarding these swaps, see the accompanying Note 7 and also Note 8 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012.

The designated foreign currency forwards and options are derivatives that are hedging foreign exchange risk for certain expected profit repatriation in yen from Aflac Japan. We had foreign exchange forwards and options as part of a hedging strategy on 65 billion yen of the 2013 repatriation received in July 2013 , and we have entered into foreign exchange forwards and options as part of a hedging strategy on 47.5 billion yen of the profit repatriation expected to be received in July 2014 .

Our net investment hedge was effective during the three- and nine-month periods ended September 30, 2013 and 2012, respectively.

Non-qualifying Strategies

For our derivative instruments in consolidated VIEs that do not qualify for hedge accounting treatment, all changes in their fair value are reported in current period earnings within derivative and other gains (losses). The amount of gain or loss recognized in earnings for our VIEs is attributable to the derivatives in those investment structures. While the change in value of the swaps is recorded through current period earnings, the change in value of the available-for-sale fixed income or perpetual securities associated with these swaps is recorded through other comprehensive income.

Impact of Derivatives and Hedging Instruments

The following table summarizes the impact to realized investment gains (losses) and other comprehensive income (loss) from all derivatives and hedging instruments.



	Three Months Ended September 30,																Nine Months Ended September 30,
	2013								2012								2013								2012
(In millions)	Realized Investment Gains (Losses)				Other Comprehensive Income (Loss) ⁽¹⁾				Realized Investment Gains (Losses)				Other Comprehensive Income (Loss) ⁽¹⁾				Realized Investment Gains (Losses)				Other Comprehensive Income (Loss) ⁽¹⁾				Realized Investment Gains (Losses)				Other Comprehensive Income (Loss) ⁽¹⁾
Qualifying hedges:
Cash flow hedges:
Foreign currency swaps		$	1			$	2			$	0			$	2			$	(1	)		$	(5	)		$	0			$	(6	)
Total cash flow hedges		1				2				0				2				(1		)		(5		)		0				(6		)
Fair value hedges:
Foreign currency forwards ⁽²⁾		(2		)		0				(3		)		0				(21		)		0				(3		)		0
Interest rate swaptions		(41		)		0				0				0				(41		)		0				0				0
Total fair value hedges		(43		)		0				(3		)		0				(62		)		0				(3		)		0
Net investment hedge:
Non- derivative hedging instruments		0				(6		)		0				(21		)		0				100				0				(4		)
Foreign currency swaps		0				(22		)		0				0				0				(104		)		0				0
Foreign currency forwards		0				2				0				0				0				(2		)		0				0
Foreign currency options		0				(4		)		0				0				0				(1		)		0				0
Total net investment hedge		0				(30		)		0				(21		)		0				(7		)		0				(4		)
Non-qualifying strategies:
Interest rate swaps		(1		)		0				7				0				(9		)		0				4				0
Foreign currency swaps		34				0				66				0				229				0				59				0
Foreign currency options		0				0				0				0				11				0				0				0
Credit default swaps		4				0				25				0				25				0				48				0
Interest rate swaptions		(29		)		0				0				0				(29		)		0				0				0
Other		(7		)		0				0				0				(7		)		0				0				0
Total non- qualifying strategies		1				0				98				0				220				0				111				0
Total		$	(41	)		$	(28	)		$	95			$	(19	)		$	157			$	(12	)		$	108			$	(10	)

⁽¹⁾ Cash flow hedge items are recorded as unrealized gains (losses) on derivatives and net investment hedge items are recorded in the unrealized

foreign currency translation gains (losses) line in the consolidated statement of comprehensive income (loss).

⁽²⁾ Impact shown net of effect of hedged items (see Fair Value Hedges section of this Note 4 for further detail)

There was no gain or loss reclassified from accumulated other comprehensive income (loss) into earnings related to our designated cash flow hedges and net investment hedge for the three- and nine -month periods ended September 30,

2013 and 2012 . As of September 30, 2013 , deferred gains and losses on derivative instruments recorded in accumulated other comprehensive income that are expected to be reclassified to earnings during the next twelve months are immaterial.

Offsetting of Financial Instruments and Derivatives

Certain of the Company's derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Company and a counterparty in the event of default or upon the occurrence of certain termination events. Collateral support agreements with certain of the master netting arrangements provide that the Company will receive or pledge financial collateral in the event either minimum thresholds, or in certain cases ratings levels, have been reached.

We have securities lending agreements with unaffiliated financial institutions that post collateral to us in return for the use of our fixed maturity securities (see Note 3). When we have entered into securities lending agreements with the same counterparty, the agreements generally provide for net settlement in the event of default by the counterparty. This right of set-off would allow us to keep and apply collateral received if the counterparty failed to return the securities borrowed from us as contractually agreed. For additional information on the Company's accounting policy for securities lending, see Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012.

The tables below summarize our derivatives and securities lending transactions, and as reflected in the tables, in accordance with GAAP, our policy is to not offset these financial instruments in the Consolidated Balance Sheets.

Offsetting of Financial Assets and Derivative Assets



September 30, 2013
										Gross Amounts Not Offset in Balance Sheet
(in millions)	Gross Amount of Recognized Assets			Gross Amount Offset in Balance Sheet			Net Amount of Assets Presented in Balance Sheet			Carrying Value of Financial Instruments			Collateral Received					Net Amount
Derivative assets:
Interest rate swaps		$	1		$	0		$	1		$	0		$	0				$	1
Foreign currency swaps		426			0			426			0			(104		)			322
Foreign currency forwards		129			0			129			0			0					129
Foreign currency options		2			0			2			0			0					2
Credit default swaps		2			0			2			0			0					2
Interest rate swaptions		38			0			38			0			0					38
Total derivative assets, subject to a master netting arrangement or offsetting arrangement		598			0			598			0			(104		)	⁽¹⁾		494
Securities lending and similar arrangements		613			0			613			0			(613		)			0
Total		$	1,211		$	0		$	1,211		$	0		$	(717	)			$	494

⁽¹⁾ Consists entirely of cash.



December 31, 2012
										Gross Amounts Not Offset in Balance Sheet
(In millions)	Gross Amount of Recognized Assets			Gross Amount Offset in Balance Sheet			Net Amount of Assets Presented in Balance Sheet			Carrying Value of Financial Instruments			Collateral Received				Net Amount
Derivative assets:
Interest rate swaps		$	32		$	0		$	32		$	0		$	0			$	32
Foreign currency swaps		311			0			311			0			0				311
Credit default swaps		2			0			2			0			0				2
Total derivative assets, subject to a master netting arrangement or offsetting arrangement		345			0			345			0			0				345
Securities lending and similar arrangements		6,122			0			6,122			0			(6,122		)		0
Total		$	6,467		$	0		$	6,467		$	0		$	(6,122	)		$	345

Offsetting of Financial Liabilities and Derivative Liabilities



September 30, 2013
												Gross Amounts Not Offset in Balance Sheet
(In millions)	Gross Amount of Recognized Liabilities				Gross Amount Offset in Balance Sheet			Net Amount of Liabilities Presented in Balance Sheet				Carrying Value of Financial Instruments			Collateral Pledged				Net Amount
Derivative liabilities:
Interest rate swaps		$	(1	)		$	0		$	(1	)		$	0		$	0			$	(1	)
Foreign currency swaps		(300		)		0			(300		)		0			7				(293		)
Foreign currency forwards		(13		)		0			(13		)		0			9				(4		)
Foreign currency options		(4		)		0			(4		)		0			2				(2		)
Credit default swaps		(9		)		0			(9		)		0			0				(9		)
Interest rate swaptions		(108		)		0			(108		)		0			70				(38		)
Total derivative liabilities, subject to a master netting arrangement or offsetting arrangement		(435		)		0			(435		)		0			88		⁽¹⁾		(347		)
Securities lending and similar arrangements		(628		)		0			(628		)		613			0				(15		)
Total		$	(1,063	)		$	0		$	(1,063	)		$	613		$	88			$	(362	)

⁽¹⁾ Consists of $70 of pledged JGBs and $18 of cash.



December 31, 2012
												Gross Amounts Not Offset in Balance Sheet
(In millions)	Gross Amount of Recognized Liabilities				Gross Amount Offset in Balance Sheet			Net Amount of Liabilities Presented in Balance Sheet				Carrying Value of Financial Instruments			Collateral Pledged			Net Amount
Derivative liabilities:
Interest rate swaps		$	(3	)		$	0		$	(3	)		$	0		$	0		$	(3	)
Foreign currency swaps		(329		)		0			(329		)		0			0			(329		)
Foreign currency forwards		(535		)		0			(535		)		0			0			(535		)
Credit default swaps		(67		)		0			(67		)		0			0			(67		)
Total derivative liabilities, subject to a master netting arrangement or offsetting arrangement		(934		)		0			(934		)		0			0			(934		)
Securities lending and similar arrangements		(6,277		)		0			(6,277		)		6,122			0			(155		)
Total		$	(7,211	)		$	0		$	(7,211	)		$	6,122		$	0		$	(1,089	)

For additional information on our financial instruments, see the accompanying Notes 1, 3 and 5 and Notes 1, 3 and 5 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

5. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. These two types of inputs create three valuation hierarchy levels. Level 1 valuations reflect quoted market prices for identical assets or liabilities in active markets. Level 2 valuations reflect quoted market prices for similar assets or liabilities in an active market, quoted market prices for identical or similar assets or liabilities in non-active markets or model-derived valuations in which all significant valuation inputs are observable in active markets. Level 3 valuations reflect valuations in which one or more of the significant inputs are not observable in an active market.

The following tables present the fair value hierarchy levels of the Company's assets and liabilities that are measured and carried at fair value on a recurring basis.



	September 30, 2013
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Securities available for sale, carried at fair value:
Fixed maturities:
Government and agencies		$	12,609		$	657		$	0		$	13,266
Municipalities		0			1,057			0			1,057
Mortgage- and asset-backed securities		0			429			403			832
Public utilities		0			8,015			0			8,015
Sovereign and supranational		0			1,680			0			1,680
Banks/financial institutions		0			6,713			24			6,737
Other corporate		0			25,336			0			25,336
Total fixed maturities		12,609			43,887			427			56,923
Perpetual securities:
Banks/financial institutions		0			2,681			51			2,732
Other corporate		0			209			0			209
Total perpetual securities		0			2,890			51			2,941
Equity securities		14			5			3			22
Other assets:
Interest rate swaps		0			0			1			1
Foreign currency swaps		0			264			162			426
Foreign currency forwards		0			129			0			129
Foreign currency options		0			2			0			2
Credit default swaps		0			0			2			2
Interest rate swaptions		0			38			0			38
Total other assets		0			433			165			598
Cash and cash equivalents		2,749			0			0			2,749
Total assets		$	15,372		$	47,215		$	646		$	63,233
Liabilities:
Interest rate swaps		$	0		$	0		$	1		$	1
Foreign currency swaps		0			63			237			300
Foreign currency forwards		0			13			0			13
Foreign currency options		0			4			0			4
Credit default swaps		0			0			9			9
Interest rate swaptions		0			108			0			108
Total liabilities		$	0		$	188		$	247		$	435



	December 31, 2012
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Securities available for sale, carried at fair value:
Fixed maturities:
Government and agencies		$	12,265		$	732		$	0		$	12,997
Municipalities		0			1,195			0			1,195
Mortgage- and asset-backed securities		0			693			338			1,031
Public utilities		0			8,077			420			8,497
Sovereign and supranational		0			1,654			418			2,072
Banks/financial institutions		0			6,610			1,024			7,634
Other corporate		0			22,841			986			23,827
Total fixed maturities		12,265			41,802			3,186			57,253
Perpetual securities:
Banks/financial institutions		0			3,735			215			3,950
Other corporate		0			352			0			352
Total perpetual securities		0			4,087			215			4,302
Equity securities		13			6			4			23
Other assets:
Interest rate swaps		0			0			32			32
Foreign currency swaps		0			154			157			311
Credit default swaps		0			0			2			2
Total other assets		0			154			191			345
Cash and cash equivalents		2,041			0			0			2,041
Total assets		$	14,319		$	46,049		$	3,596		$	63,964
Liabilities:
Interest rate swaps		$	0		$	0		$	3		$	3
Foreign currency swaps		0			0			329			329
Foreign currency forwards		0			535			0			535
Credit default swaps		0			0			67			67
Total liabilities		$	0		$	535		$	399		$	934

The following tables present the carrying amount and fair value categorized by fair value hierarchy level for the Company's financial instruments that are not carried at fair value.



	September 30, 2013
(In millions)	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Government and agencies		$	24,708		$	26,074		$	0		$	0		$	26,074
Municipalities		432			0			481			0			481
Mortgage and asset-backed securities		66			0			23			46			69
Public utilities		4,359			0			4,343			0			4,343
Sovereign and supranational		3,219			0			3,275			0			3,275
Banks/financial institutions		6,905			0			6,555			0			6,555
Other corporate		3,918			0			3,959			0			3,959
Total assets		$	43,607		$	26,074		$	18,636		$	46		$	44,756
Liabilities:
Other policyholders’ funds		$	5,739		$	0		$	0		$	5,591		$	5,591
Notes payable (excluding capital leases)		4,946			0			0			5,341			5,341
Total liabilities		$	10,685		$	0		$	0		$	10,932		$	10,932



	December 31, 2012
(In millions)	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Assets:
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Government and agencies		$	32,043		$	32,332		$	0		$	0		$	32,332
Municipalities		492			0			520			0			520
Mortgage and asset-backed securities		90			0			30			64			94
Public utilities		4,924			0			5,051			0			5,051
Sovereign and supranational		3,209			0			3,317			0			3,317
Banks/financial institutions		9,211			0			8,991			0			8,991
Other corporate		4,457			0			4,536			0			4,536
Total assets		$	54,426		$	32,332		$	22,445		$	64		$	54,841
Liabilities:
Other policyholders’ funds		$	5,319		$	0		$	0		$	5,151		$	5,151
Notes payable (excluding capital leases)		4,343			0			0			4,992			4,992
Obligation to Japanese policyholder protection corporation		23			0			0			23			23
Total liabilities		$	9,685		$	0		$	0		$	10,166		$	10,166

Fair Value of Financial Instruments

U.S. GAAP requires disclosure of the fair value of certain financial instruments including those that are not carried at fair value. The carrying amounts for cash and cash equivalents, receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximated their fair values due to the short-term nature of these instruments. Liabilities for future policy benefits and unpaid policy claims are not financial instruments as defined by GAAP.

Fixed maturities, perpetual securities, and equity securities

We determine the fair values of our fixed maturity securities, perpetual securities, and privately issued equity securities using the following approaches or techniques: price quotes and valuations from third party pricing vendors (including quoted market prices readily available from public exchange markets) and non-binding price quotes we obtain from outside brokers.

Prior to March 31, 2013, we had used a discounted cash flow (DCF) pricing model to value certain of our privately issued securities. Our DCF pricing model incorporated an option adjusted spread and utilized various market inputs we obtained from both active and inactive markets. The estimated fair values developed by the DCF pricing model were most sensitive to prevailing credit spreads, the level of interest rates (yields) and interest rate volatility. Credit spreads were derived from a widely used global bond index to create a credit matrix which took into account the current credit spread, ratings and remaining time to maturity, and subordination levels for securities that were included in the bond index. The index provided a broad-based measure of the global fixed-income bond market. Beginning March 31, 2013, we engaged a third party pricing vendor to develop valuation models to determine fair values of these securities to reflect the impact of the persistent economic environment and the changing regulatory framework. These models are also DCF models, but also use information from related markets, specifically the CDS market to estimate expected cash flows. These models take into consideration any unique characteristics of the securities and make various adjustments to arrive at an appropriate issuer-specific loss adjusted credit curve. This credit curve is then used with the relevant recovery rates to estimate expected cash flows and modeling of additional features, including illiquidity adjustments, if necessary, to price

the bond by discounting those loss adjusted cash flows. In cases where a credit curve cannot be developed from the specific security features, the valuation methodology takes into consideration other market observable inputs, including: 1) the most appropriate comparable bond(s) of the issuer; 2) issuer-specific CDS spreads; 3) bonds or CDS spreads of comparable issuers with similar characteristics such as rating, geography, or sector; or 4) bond indices that are comparative in rating, industry, maturity and region.

The pricing data and market quotes we obtain from outside sources, including third party pricing services, are reviewed internally for reasonableness. If a fair value appears unreasonable, we will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, we may compare the inputs to relevant market indices and other performance measurements. The output of this analysis is presented to the Company's Valuations and Classifications Subcommittee, or VCS. Based on the analysis provided to the VCS, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. With the implementation of the pricing change associated with private placements previously noted, we have performed verification of the inputs and calculations in the models to confirm that the valuations represent reasonable estimates of fair value.

The fixed maturities classified as Level 3 consist of securities for which there are limited or no observable valuation inputs. For Level 3 securities that are investment grade, we estimate the fair value of these securities by obtaining non-binding broker quotes from a limited number of brokers. These brokers base their quotes on a combination of their knowledge of the current pricing environment and market conditions. We consider these inputs to be unobservable. For Level 3 investments that are below-investment-grade securities, we consider a variety of significant valuation inputs in the valuation process, including forward exchange rates, yen swap rates, dollar swap rates, interest rate volatilities, credit spread data on specific issuers, assumed default and default recovery rates, and certain probability assumptions. In obtaining these valuation inputs, we have determined that certain pricing assumptions and data used by our pricing sources are difficult to validate or corroborate by the market and/or appear to be internally developed rather than observed in or corroborated by the market. The use of these unobservable valuation inputs causes more subjectivity in the valuation process for these securities.

Historically, we have not adjusted the quotes or prices we obtain from the pricing services and brokers we use.

The following tables present the pricing sources for the fair values of our fixed maturities, perpetual securities, and equity securities.



	September 30, 2013
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Securities available for sale, carried at fair value:
Fixed maturities:
Government and agencies:
Third party pricing vendor		$	12,609		$	657		$	0		$	13,266
Total government and agencies		12,609			657			0			13,266
Municipalities:
Third party pricing vendor		0			1,057			0			1,057
Total municipalities		0			1,057			0			1,057
Mortgage- and asset-backed securities:
Third party pricing vendor		0			429			0			429
Broker/other		0			0			403			403
Total mortgage- and asset-backed securities		0			429			403			832
Public utilities:
Third party pricing vendor		0			7,845			0			7,845
Broker/other		0			170			0			170
Total public utilities		0			8,015			0			8,015
Sovereign and supranational:
Third party pricing vendor		0			1,674			0			1,674
Broker/other		0			6			0			6
Total sovereign and supranational		0			1,680			0			1,680
Banks/financial institutions:
Third party pricing vendor		0			6,713			0			6,713
Broker/other		0			0			24			24
Total banks/financial institutions		0			6,713			24			6,737
Other corporate:
Third party pricing vendor		0			25,307			0			25,307
Broker/other		0			29			0			29
Total other corporate		0			25,336			0			25,336
Total fixed maturities		12,609			43,887			427			56,923
Perpetual securities:
Banks/financial institutions:
Third party pricing vendor		0			2,681			51			2,732
Total banks/financial institutions		0			2,681			51			2,732
Other corporate:
Third party pricing vendor		0			209			0			209
Total other corporate		0			209			0			209
Total perpetual securities		0			2,890			51			2,941
Equity securities:
Third party pricing vendor		14			5			0			19
Broker/other		0			0			3			3
Total equity securities		14			5			3			22
Total securities available for sale		$	12,623		$	46,782		$	481		$	59,886



	September 30, 2013
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Government and agencies:
Third party pricing vendor		$	26,074		$	0		$	0		$	26,074
Total government and agencies		26,074			0			0			26,074
Municipalities:
Third party pricing vendor		0			481			0			481
Total municipalities		0			481			0			481
Mortgage- and asset-backed securities:
Third party pricing vendor		0			23			0			23
Broker/other		0			0			46			46
Total mortgage- and asset-backed securities		0			23			46			69
Public utilities:
Third party pricing vendor		0			4,232			0			4,232
Broker/other		0			111			0			111
Total public utilities		0			4,343			0			4,343
Sovereign and supranational:
Third party pricing vendor		0			3,275			0			3,275
Total sovereign and supranational		0			3,275			0			3,275
Banks/financial institutions:
Third party pricing vendor		0			6,555			0			6,555
Total banks/financial institutions		0			6,555			0			6,555
Other corporate:
Third party pricing vendor		0			3,959			0			3,959
Total other corporate		0			3,959			0			3,959
Total securities held to maturity		$	26,074		$	18,636		$	46		$	44,756



	December 31, 2012
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Securities available for sale, carried at fair value:
Fixed maturities:
Government and agencies:
Third party pricing vendor		$	12,265		$	685		$	0		$	12,950
DCF pricing model		0			47			0			47
Total government and agencies		12,265			732			0			12,997
Municipalities:
Third party pricing vendor		0			1,177			0			1,177
DCF pricing model		0			18			0			18
Total municipalities		0			1,195			0			1,195
Mortgage- and asset-backed securities:
Third party pricing vendor		0			682			0			682
DCF pricing model		0			11			0			11
Broker/other		0			0			338			338
Total mortgage- and asset-backed securities		0			693			338			1,031
Public utilities:
Third party pricing vendor		0			5,144			0			5,144
DCF pricing model		0			2,908			420			3,328
Broker/other		0			25			0			25
Total public utilities		0			8,077			420			8,497
Sovereign and supranational:
Third party pricing vendor		0			540			0			540
DCF pricing model		0			619			418			1,037
Broker/other		0			495			0			495
Total sovereign and supranational		0			1,654			418			2,072
Banks/financial institutions:
Third party pricing vendor		0			4,257			0			4,257
DCF pricing model		0			2,136			444			2,580
Broker/other		0			217			580			797
Total banks/financial institutions		0			6,610			1,024			7,634
Other corporate:
Third party pricing vendor		0			18,093			0			18,093
DCF pricing model		0			4,747			575			5,322
Broker/other		0			1			411			412
Total other corporate		0			22,841			986			23,827
Total fixed maturities		12,265			41,802			3,186			57,253
Perpetual securities:
Banks/financial institutions:
Third party pricing vendor		0			283			0			283
DCF pricing model		0			3,452			215			3,667
Total banks/financial institutions		0			3,735			215			3,950



(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Other corporate:
DCF pricing model		0			352			0			352
Total other corporate		0			352			0			352
Total perpetual securities		0			4,087			215			4,302
Equity securities:
Third party pricing vendor		13			0			0			13
DCF pricing model		0			6			0			6
Broker/other		0			0			4			4
Total equity securities		13			6			4			23
Total securities available for sale		$	12,278		$	45,895		$	3,405		$	61,578



	December 31, 2012
(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total Fair Value
Securities held to maturity, carried at amortized cost:
Fixed maturities:
Government and agencies:
Third party pricing vendor		$	32,332		$	0		$	0		$	32,332
Total government and agencies		32,332			0			0			32,332
Municipalities:
Third party pricing vendor		0			464			0			464
DCF pricing model		0			56			0			56
Total municipalities		0			520			0			520
Mortgage- and asset-backed securities:
Third party pricing vendor		0			30			0			30
Broker/other		0			0			64			64
Total mortgage- and asset-backed securities		0			30			64			94
Public utilities:
Third party pricing vendor		0			58			0			58
DCF pricing model		0			4,993			0			4,993
Total public utilities		0			5,051			0			5,051
Sovereign and supranational:
Third party pricing vendor		0			370			0			370
DCF pricing model		0			2,947			0			2,947
Total sovereign and supranational		0			3,317			0			3,317
Banks/financial institutions:
Third party pricing vendor		0			254			0			254
DCF pricing model		0			8,737			0			8,737
Total banks/financial institutions		0			8,991			0			8,991
Other corporate:
Third party pricing vendor		0			122			0			122
DCF pricing model		0			4,414			0			4,414
Total other corporate		0			4,536			0			4,536
Total securities held to maturity		$	32,332		$	22,445		$	64		$	54,841

The following is a discussion of the determination of fair value of our remaining financial instruments.

Derivatives

We use derivative instruments to manage the risk associated with certain assets. However, the derivative instrument may not be classified in the same fair value hierarchy level as the associated asset. Inputs used to value derivatives include, but are not limited to, interest rates, credit spreads, foreign currency forward and spot rates, and interest volatility.

The fair values of the foreign currency forwards and interest rate swaptions associated with certain fixed-maturity securities, the foreign currency options, the foreign currency swaps associated with our senior notes and subordinated debentures, and the interest rate swap associated with our yen-denominated notes are based on the amounts we would expect to receive or pay. The determination of the fair value of these derivatives is based on observable market inputs, therefore they are classified as Level 2.

For derivatives associated with VIEs where we are the primary beneficiary, we are not the direct counterparty to the swap contracts. As a result, the fair value measurements incorporate the credit risk of the collateral associated with the VIE. We receive valuations from a third party pricing vendor for these derivatives. Based on an analysis of these derivatives and a review of the methodology employed by the pricing vendor, we determined that due to the long duration of these swaps and the need to extrapolate from short-term observable data to derive and measure long-term inputs, certain inputs, assumptions and judgments are required to value future cash flows that cannot be corroborated by current inputs or current observable market data. As a result, the derivatives associated with our consolidated VIEs are classified as Level 3 of the fair value hierarchy.

Other policyholders' funds

The largest component of the other policyholders' funds liability is our annuity line of business in Aflac Japan. Our annuities have fixed benefits and premiums, with short payouts that are almost all annuity-certain. For this product, we estimated the fair value to be equal to the cash surrender value. This is analogous to the value paid to policyholders on the valuation date if they were to surrender their policy. We periodically check the cash value against discounted cash flow projections for reasonableness. We consider our inputs for this valuation to be unobservable and have accordingly classified this valuation as Level 3.

Notes payable

The fair values of our publicly issued notes payable classified as Level 3 were obtained from a limited number of independent brokers. These brokers base their quotes on a combination of their knowledge of the current pricing environment and market conditions. We consider these inputs to be unobservable. The fair values of our yen-denominated loans approximate their carrying values.

Obligation to Japanese policyholder protection corporation

The fair value of the obligation to the Japanese policyholder protection corporation classified as Level 3 is our estimated share of the industry's obligation calculated on a pro rata basis by projecting our percentage of the industry's premiums and reserves and applying that percentage to the total industry obligation payable in future years. We consider our inputs for this valuation to be unobservable. As of September 30, 2013, our estimated obligation to the Japanese policyholder protection corporation was immaterial.

Level 3 Rollforward and Transfers between Hierarchy Levels

The following tables present the changes in fair value of our available-for-sale investments and derivatives classified as Level 3.



Three Months Ended September 30, 2013
	Fixed Maturities												Perpetual Securities		Equity Securities		Derivatives ⁽¹⁾
(In millions)	Mortgage- and Asset- Backed Securities			Public Utilities		Sovereign and Supranational		Banks/ Financial Institutions			Other Corporate		Banks/ Financial Institutions				Interest Rate Swaps			Foreign Currency Swaps			Credit Default Swaps			Total
Balance, beginning of period	$	399		$	0	$	0	$	25		$	0	$	49	$	3	$	21		$	(126	)	$	(44	)	$	327
Realized investment gains (losses) included in earnings	0			0		0		0			0		0		0		(1		)	49			4			52
Unrealized gains (losses) included in other comprehensive income (loss)	7			0		0		(1		)	0		2		0		0			2			0			10
Purchases, issuances, sales and settlements:
Purchases	0			0		0		0			0		0		0		0			0			0			0
Issuances	0			0		0		0			0		0		0		0			0			0			0
Sales	0			0		0		0			0		0		0		(20		)	0			33			13
Settlements	(3		)	0		0		0			0		0		0		0			0			0			(3		)
Transfers into Level 3	0			0		0		0			0		0		0		0			0			0			0
Transfers out of Level 3	0			0		0		0			0		0		0		0			0			0			0
Balance, end of period	$	403		$	0	$	0	$	24		$	0	$	51	$	3	$	0		$	(75	)	$	(7	)	$	399
Changes in unrealized gains (losses) relating to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses)	$	0		$	0	$	0	$	0		$	0	$	0	$	0	$	(1	)	$	49		$	4		$	52

⁽¹⁾ Derivative assets and liabilities are presented net



Three Months Ended September 30, 2012
	Fixed Maturities												Perpetual Securities			Equity Securities		Derivatives ⁽¹⁾
(In millions)	Mortgage- and Asset- Backed Securities			Public Utilities		Sovereign and Supranational		Banks/ Financial Institutions			Other Corporate		Banks/ Financial Institutions					Interest Rate Swaps		Foreign Currency Swaps			Credit Default Swaps			Total
Balance, beginning of period	$	379		$	418	$	436	$	1,114		$	1,031	$	307		$	4	$	27	$	(113	)	$	(107	)	$	3,496
Realized investment gains (losses) included in earnings	0			0		0		0			0		(27		)	0		7		76			25			81
Unrealized gains (losses) included in other comprehensive income (loss)	11			31		24		103			42		90			0		0		2			0			303
Purchases, issuances, sales and settlements:
Purchases	0			0		0		0			0		0			0		0		0			0			0
Issuances	0			0		0		0			0		0			0		0		0			0			0
Sales	0			0		0		0			0		0			0		0		0			0			0
Settlements	(5		)	0		0		0			0		0			0		0		(2		)	0			(7		)
Transfers into Level 3	0			0		0		206		⁽²⁾	0		0			0		0		0			0			206
Transfers out of Level 3	0			0		0		0			0		0			0		0		0			0			0
Balance, end of period	$	385		$	449	$	460	$	1,423		$	1,073	$	370		$	4	$	34	$	(37	)	$	(82	)	$	4,079
Changes in unrealized gains (losses) relating to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses)	$	0		$	0	$	0	$	0		$	0	$	(27	)	$	0	$	7	$	76		$	25		$	81

⁽¹⁾ Derivative assets and liabilities are presented net

⁽²⁾ Due to a lack of visibility to observe significant inputs to price



Nine Months Ended September 30, 2013
	Fixed Maturities															Perpetual Securities			Equity Securities			Derivatives ⁽¹⁾
(In millions)	Mortgage- and Asset- Backed Securities			Public Utilities			Sovereign and Supranational			Banks/ Financial Institutions			Other Corporate			Banks/ Financial Institutions						Interest Rate Swaps			Foreign Currency Swaps			Credit Default Swaps			Total
Balance, beginning of period	$	338		$	420		$	418		$	1,024		$	986		$	215		$	4		$	29		$	(172	)	$	(65	)	$	3,197
Realized investment gains (losses) included in earnings	0			0			0			0			0			0			0			(9		)	102			25			118
Unrealized gains (losses) included in other comprehensive income (loss)	(42		)	(20		)	0			(3		)	0			2			(1		)	0			(5		)	0			(69		)
Purchases, issuances, sales and settlements:
Purchases	0			0			0			0			0			0			0			0			0			0			0
Issuances	0			0			0			0			0			0			0			0			0			0			0
Sales	0			(400		)	0			0			0			0			0			(20		)	0			33			(387		)
Settlements	(9		)	0			0			0			0			0			0			0			0			0			(9		)
Transfers into Level 3 ⁽²⁾	125			0			0			0			0			49			0			0			0			0			174
Transfers out of Level 3 ⁽³⁾	(9		)	0			(418		)	(997		)	(986		)	(215		)	0			0			0			0			(2,625		)
Balance, end of period	$	403		$	0		$	0		$	24		$	0		$	51		$	3		$	0		$	(75	)	$	(7	)	$	399
Changes in unrealized gains (losses) relating to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses)	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	(9	)	$	102		$	25		$	118

⁽¹⁾ Derivative assets and liabilities are presented net

⁽²⁾ Due to a lack of visibility to observe significant inputs to price

⁽³⁾ A result of changing our pricing methodology to a valuation method that uses observable market data as significant inputs to estimate fair value



Nine Months Ended September 30, 2012
	Fixed Maturities													Perpetual Securities			Equity Securities		Derivatives ⁽¹⁾
(In millions)	Mortgage- and Asset- Backed Securities			Public Utilities		Sovereign and Supranational		Banks/ Financial Institutions			Other Corporate			Banks/ Financial Institutions					Interest Rate Swaps		Foreign Currency Swaps			Credit Default Swaps			Total
Balance, beginning of period	$	394		$	422	$	434	$	1,074		$	1,105		$	526		$	4	$	30	$	(56	)	$	(130	)	$	3,803
Realized investment gains (losses) included in earnings	(3		)	0		0		0			2			22			0		4		58			48			131
Unrealized gains (losses) included in other comprehensive income (loss)	10			27		26		143			0			78			0		0		(6		)	0			278
Purchases, issuances, sales and settlements:
Purchases	0			0		0		0			0			0			0		0		0			0			0
Issuances	0			0		0		0			0			0			0		0		0			0			0
Sales	0			0		0		0			(34		)	(256		)	0		0		0			0			(290		)
Settlements	(16		)	0		0		0			0			0			0		0		(33		)	0			(49		)
Transfers into Level 3	0			0		0		206		⁽²⁾	0			0			0		0		0			0			206
Transfers out of Level 3	0			0		0		0			0			0			0		0		0			0			0
Balance, end of period	$	385		$	449	$	460	$	1,423		$	1,073		$	370		$	4	$	34	$	(37	)	$	(82	)	$	4,079
Changes in unrealized gains (losses) relating to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses)	$	(3	)	$	0	$	0	$	0		$	0		$	(27	)	$	0	$	4	$	58		$	48		$	80

⁽¹⁾ Derivative assets and liabilities are presented net

⁽²⁾ Due to a lack of visibility to observe significant inputs to price

Transfers into and/or out of Level 3 are attributable to a change in the observability of inputs. The most significant transfer out of Level 3 into Level 2 during the nine -month period ended September 30, 2013 related to our callable reverse dual-currency bonds (RDCs). RDCs are securities that have principal denominated in yen while paying U.S. dollar (USD) coupons. The market standard approach is to use implied volatility to value options or instruments with optionality because historical volatility may not represent current market participants' expectations about future volatility. Under our previous valuation approach, we used historical foreign exchange volatility as an input for valuing these investments. Given the importance of this input to the overall valuation of these RDCs and the determination of this input to be unobservable, we made the decision at December 31, 2011 to move these holdings to Level 3 of the fair value hierarchy. During the first quarter of 2013, we implemented a new valuation methodology for these securities that relies on comparable bonds in the market, the observable forward foreign exchange curve and other market inputs. Given that the significant inputs to the valuation of these items are now based on observable data, in the first quarter of 2013, we transferred these bonds from Level 3 to Level 2 of the fair value hierarchy.

In addition to the callable RDCs, we transferred certain other corporate securities from Level 3 to Level 2 in the first quarter of 2013. Prices for these securities were previously obtained from brokers and/or arrangers with minimal transparency around how the valuation was determined. Similar to the RDCs, these securities are now valued using the same methodology described above for our other privately issued securities.

There were no transfers between Level 1 and 2 for the three- and nine -month periods ended September 30, 2013 and 2012 .

Fair Value Sensitivity

Level 3 Significant Unobservable Input Sensitivity

The following tables summarize the significant unobservable inputs used in the valuation of our Level 3 available-for-sale investments and derivatives. Included in the tables are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.

September 30, 2013

(In millions)

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Assets:

Securities available for sale, carried at fair value:

Fixed maturities:

Mortgage- and asset-backed securities

403

Consensus pricing

Offered quotes

N/A

^(e)

Banks/financial institutions

Consensus pricing

Offered quotes

N/A

^(e)

Perpetual securities:

Banks/financial institutions

Consensus pricing

Offered quotes

N/A

^(e)

Equity securities

Net asset value

Offered quotes

$1-$835 ($8)

Other assets:

Interest rate swaps

Discounted cash flow

Base correlation

55% - 69% (62%)

^(a)

CDS spreads

82 - 138 (115) bps

Recovery rate

37.00%

Foreign currency swaps

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

CDS spreads

35 - 150 bps

Foreign exchange rates

21.35%

^(d)

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

CDS spreads

20 - 128 bps

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

Foreign exchange rates

21.35%

^(d)

Credit default swaps

Discounted cash flow

Base correlation

55% - 69% (62%)

^(a)

CDS spreads

82 - 138 (115) bps

Recovery rate

37.00%

Total assets

646

(a) Weighted-average range of base correlations for our bespoke tranches for attachment and detachment points corresponding to market indices

(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps

(d) Based on 10 year volatility of JPY/USD exchange rate

(e) N/A represents securities where we receive unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.

September 30, 2013

(In millions)

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Liabilities:

Interest rate swaps

Discounted cash flow

Base correlation

55% - 69% (62%)

^(a)

CDS spreads

82 - 138 (115) bps

Recovery rate

37.00%

Foreign currency swaps

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

CDS spreads

35 - 150 bps

Foreign exchange rates

21.35%

^(d)

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

CDS spreads

19 - 273 bps

131

Discounted cash flow

Interest rates (USD)

2.77% - 3.68%

^(b)

Interest rates (JPY)

.86% - 1.97%

^(c)

Foreign exchange rates

21.35%

^(d)

Credit default swaps

Discounted cash flow

Base correlations

55% - 69% (62%)

^(a)

CDS spreads

82 - 138 (115) bps

Recovery rate

37.00%

Total liabilities

247

(a) Weighted-average range of base correlations for our bespoke tranches for attachment and detachment points corresponding to market indices

(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps

(d) Based on 10 year volatility of JPY/USD exchange rate

December 31, 2012

(In millions)

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Assets:

Securities available for sale, carried at fair value:

Fixed maturities:

Mortgage- and asset-backed securities

338

Consensus pricing

Offered quotes

N/A

^(e)

Public utilities

420

Discounted cash flow

Historical volatility

7.36%

Sovereign and supranational

418

Discounted cash flow

Historical volatility

7.36%

Banks/financial institutions

444

Discounted cash flow

Historical volatility

7.36%

580

Consensus pricing

Offered quotes

N/A

^(e)

Other corporate

575

Discounted cash flow

Historical volatility

7.36%

411

Consensus pricing

Offered quotes

N/A

^(e)

Perpetual securities:

Banks/financial institutions

215

Discounted cash flow

Historical volatility

7.36%

Equity securities

Net asset value

Offered quotes

$2-$943 ($8)

Other assets:

Interest rate swaps

Discounted cash flow

Base correlation

49% - 50%

^(a)

CDS spreads

91 - 152 bps

Recovery rate

37.00%

Foreign currency swaps

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

CDS spreads

12 - 117 bps

Foreign exchange rates

20.65%

^(d)

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

CDS spreads

12 - 126 bps

102

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

Foreign exchange rates

20.65%

^(d)

Credit default swaps

Discounted cash flow

Base correlation

49% - 50%

^(a)

CDS spreads

91 - 152 bps

Recovery rate

37.00%

Total assets

3,596

(a) Weighted-average range of base correlations for our bespoke tranches for attachment and detachment points corresponding to market indices

(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps

(d) Based on 10 year volatility of JPY/USD exchange rate

(e) N/A represents securities where we receive unadjusted broker quotes and for which there is no transparency into the providers' valuation techniques or unobservable inputs.

December 31, 2012

(In millions)

Fair Value

Valuation Technique(s)

Unobservable Input

Range
(Weighted Average)

Liabilities:

Interest rate swaps

Discounted cash flow

Base correlation

49% - 50%

^(a)

CDS spreads

91 - 152 bps

Recovery rate

37.00%

Foreign currency swaps

118

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

CDS spreads

22 - 141 bps

Foreign exchange rates

20.65%

^(d)

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

CDS spreads

25 - 186 bps

151

Discounted cash flow

Interest rates (USD)

1.84% - 2.84%

^(b)

Interest rates (JPY)

.84% - 2.05%

^(c)

Foreign exchange rates

20.65%

^(d)

Credit default swaps

Discounted cash flow

Base correlations

49% - 50%

^(a)

CDS spreads

91 - 152 bps

Recovery rate

37.00%

Total liabilities

399

(a) Weighted-average range of base correlations for our bespoke tranches for attachment and detachment points corresponding to market indices

(b) Inputs derived from U.S. long-term rates to accommodate long maturity nature of our swaps

(d) Based on 10 year volatility of JPY/USD exchange rate

The following is a discussion of the significant unobservable inputs or valuation technique used in determining the fair value of securities and derivatives classified as Level 3.

Annualized Historical Foreign Exchange Volatility

We own a portfolio of callable reverse dual-currency bonds (RDCs). RDCs are securities that have principal denominated in yen while paying U.S. dollar (USD) coupons. The market standard approach is to use implied volatility to value options or instruments with optionality because historical volatility may not represent current market participants' expectations about future volatility. Our use of historical foreign exchange volatility as an input for valuing these investments could result in a significant increase or decrease in fair value measurement, given the importance of this input to the overall valuation. Prior to the first quarter of 2013, historical volatility was an unobservable input in the determination of fair value of public utilities, sovereign and supranational, certain banks/financial institutions, and certain other corporate investments. As of the first quarter of 2013, we are no longer using this input in the valuation of these securities due to a change in valuation methodology as discussed previously.

Net Asset Value

We hold certain unlisted equity securities whose fair value is derived based on the financial statements published by the investee. These securities do not trade on an active market and the valuations derived are dependent on the availability of timely financial reporting of the investee. Net asset value is an unobservable input in the determination of fair value of equity securities.

Offered Quotes

In circumstances where our valuation model price is overridden because it implies a value that is not consistent with current market conditions, we will solicit bids from a limited number of brokers. We also receive unadjusted prices from brokers for our mortgage and asset-backed securities. These quotes are non-binding but are reflective of valuation best estimates at that particular point in time. Offered quotes are an unobservable input in the determination of fair value of mortgage- and asset-backed securities, certain banks/financial institutions, certain other corporate, and equity securities investments.

Interest Rates, CDS Spreads, Foreign Exchange Rates

The significant drivers of the valuation of the interest and foreign exchange swaps are interest rates, foreign exchange rates and CDS spreads. Our swaps have long maturities that increase the sensitivity of the swaps to interest rate fluctuations. Since most of our yen-denominated cross currency swaps are in a net liability position, an increase in interest rates will decrease the liabilities and increase the value of the swap.

Foreign exchange swaps also have a lump-sum final settlement of foreign exchange principal receivables at the termination of the swap. An increase in yen interest rates will decrease the value of the final settlement foreign exchange receivables and decrease the value of the swap, and an increase in USD interest rates increase the swap value.

A similar sensitivity pattern is observed for the foreign exchange rates. When the spot U.S. dollar/Japanese yen (USD/JPY) foreign exchange rate decreases and the swap is receiving a final exchange payment in JPY, the swap value will increase due to the appreciation of the JPY. Most of our swaps are designed to receive payments in JPY at the termination and will thus be impacted by the USD/JPY foreign exchange rate in this way. In cases where there is no final foreign exchange receivable in JPY and we are paying JPY as interest payments and receiving USD, a decrease in the foreign exchange rate will lead to a decrease in the swap value.

The extinguisher feature in most of our swaps results in a cessation of cash flows and no further payments between the parties to the swap in the event of a default on the referenced or underlying collateral. To price this feature, we apply the survival probability of the referenced entity to the projected cash flows. The survival probability uses the CDS spreads and recovery rates to adjust the present value of the cash flows. For extinguisher swaps with positive values, an increase in CDS spreads decreases the likelihood of receiving the final exchange payments and reduces the value of the swap.

Due to the long duration of these swaps and the need to extrapolate from short-term observable data to derive and measure long-term inputs, certain inputs, assumptions and judgments are required to value future cash flows that cannot be corroborated by current inputs or current observable market data.

Interest rates, CDS spreads, and foreign exchange rates are unobservable inputs in the determination of fair value of foreign currency swaps.

Base Correlations, CDS Spreads, Recovery Rates

Our CDOs are tranches on baskets of single-name credit default swaps. The risks in these types of synthetic CDOs come from the single-name CDS risk and the correlations between the single names. The valuation of synthetic CDOs is dependent on the calibration of market prices for interest rates, single name CDS default probabilities and base correlation using financial modeling tools. Since there is limited or no observable data available for these tranches, these base correlations must be obtained from commonly traded market tranches such as the CDX and iTraxx indices. From the historical prices of these indices, base correlations can be obtained to develop a pricing curve of CDOs with different seniorities. Since the reference entities of the market indices do not match those in our portfolio underlying the synthetic CDO to be valued, several processing steps are taken to map the securities in our portfolio to the indices. With the base correlation determined and the appropriate spreads selected, a valuation is calculated. An increase in the CDS spreads in the underlying portfolio leads to a decrease in the value due to higher probability of defaults and losses. The impact on the valuation due to base correlation depends on a number of factors, including the riskiness between market tranches and the modeled tranche based on our portfolio and the equivalence between detachment points in these tranches. Generally speaking, an increase in base correlation will decrease the value of the senior tranches while increasing the value of junior tranches. This may result in a positive or negative value change.

The CDO tranches in our portfolio are junior tranches and, due to the low level of credit support for these tranches, exhibit equity-like behavior. As a result, an increase in recovery rates tends to cause their values to decrease.

Our interest rate swaps are linked to the underlying synthetic CDOs. The valuation of these swaps is performed using a similar approach to that of the synthetic CDOs themselves; that is, the base correlation model is used to ensure consistency between the synthetic CDOs and the swaps.

Base correlations, CDS spreads, and recovery rates are unobservable inputs in the determination of fair value of credit default swaps and interest rate swaps.

For additional information on our investments and financial instruments, see the accompanying Notes 1, 3 and 4 and Notes 1, 3 and 4 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

6. REINSURANCE

Effective as of September 30, 2013 , we entered into a coinsurance reinsurance transaction whereby we ceded 33.3% of the hospital benefit of one of Aflac Japan’s closed medical in-force blocks of business. We recorded the gain related to the transaction as a deferred profit liability on business sold through reinsurance on our consolidated balance sheets. The deferred profit liability of $652 million , included in future policy benefits in the consolidated balance sheet, will be amortized into income over the expected lives of the policies. The corresponding reinsurance recoverable is included in other assets in the consolidated balance sheet. As of September 30, 2013, no ceded premiums or claims have been incurred or paid under the transaction. Reinsurance does not relieve us from our obligations to policyholders. In the event that the reinsurer is unable to meet their obligations, we remain liable for the reinsured claims.

7. NOTES PAYABLE

A summary of notes payable follows:



(In millions)	September 30, 2013				December 31, 2012
3.45% senior notes due August 2015		$	300			$	300
2.65% senior notes due February 2017		656		⁽¹⁾		657		⁽¹⁾
8.50% senior notes due May 2019		850				850
4.00% senior notes due February 2022		349		⁽²⁾		349		⁽²⁾
3.625% senior notes due June 2023		700				0
6.90% senior notes due December 2039		396		⁽²⁾		396		⁽²⁾
6.45% senior notes due August 2040		448		⁽²⁾		448		⁽²⁾
5.50% subordinated debentures due September 2052		500				500
Yen-denominated Uridashi notes:
2.26% notes due September 2016 (principal amount 8 billion yen)		82				92
Yen-denominated Samurai notes:
1.47% notes due July 2014 (principal amount 28.7 billion yen)		294				331
1.84% notes due July 2016 (principal amount 15.8 billion yen)		162				182
Variable interest rate notes due July 2014 (1.31% in 2013 and 1.34% in 2012, principal amount 5.5 billion yen)		56				64
Yen-denominated loans:
3.60% loan due July 2015 (principal amount 10 billion yen)		102				116
3.00% loan due August 2015 (principal amount 5 billion yen)		51				58
Capitalized lease obligations payable through 2022		7				9
Total notes payable		$	4,953			$	4,352

⁽¹⁾ Principal amount plus an issuance premium that is being amortized over the life of the notes

⁽²⁾ Principal amount net of an issuance discount that is being amortized over the life of the notes

In June 2013, the Parent Company issued $700 million of senior notes through a U.S. public debt offering. The notes bear interest at a fixed rate of 3.625% per annum, payable semi-annually, and have a ten -year maturity. These notes are redeemable at our option in whole at any time or in part from time to time at a redemption price equal to the greater of: (i) the aggregate principal amount of the notes to be redeemed or (ii) the amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the notes to be redeemed, not including any portion of the payments of interest accrued as of such redemption date, discounted to such redemption date on a semi-annual basis at the treasury rate plus 20 basis points, plus in each case, accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, such redemption date. We entered into cross-currency interest rate swaps to reduce interest expense by converting the dollar-denominated principal and interest on the senior notes we issued into yen-denominated obligations. By entering into these swaps, we economically converted our $700 million liability into a 69.8 billion yen liability and reduced the interest rate on this debt from 3.625% in dollars to 1.50% in yen.

In March 2013, we terminated our senior unsecured revolving credit facility that was due to expire in June 2013, and the Parent Company and Aflac entered into a 5 -year senior unsecured revolving credit facility agreement with a syndicate of financial institutions that provides for borrowings in the amount of 50 billion yen. This credit agreement provides for borrowings in Japanese yen or the equivalent of Japanese yen in U.S. dollars on a revolving basis. Borrowings will bear interest at LIBOR plus the applicable margin of 1.125% . In addition, the Parent Company and Aflac are required to pay a facility fee of .125% on the commitment s. As of September 30, 2013 , we did not have any borrowings outstanding under our 50 billion yen revolving credit agreement. Borrowings under the credit agreement may be used for general corporate purposes, including a capital contingency plan for our Japanese operations. Borrowings under the financing agreement mature at the termination date of the credit agreement. The agreement requires compliance with certain financial covenants on a quarterly basis. This credit agreement will expire on the earlier of (a) March 29, 2018, or (b) the date of termination of the commitments upon an event of default as defined in the agreement.

We were in compliance with all of the covenants of our notes payable and line of credit at September 30, 2013 . No events of default or defaults occurred during the nine -month period ended September 30, 2013 .

For additional information, see Notes 4 and 8 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

8. SHAREHOLDERS’ EQUITY

The following table is a reconciliation of the number of shares of the Company's common stock for the nine -month periods ended September 30 .



(In thousands of shares)	2013		2012
Common stock - issued:
Balance, beginning of period	665,239		663,639
Exercise of stock options and issuance of restricted shares	1,254		1,157
Balance, end of period	666,493		664,796
Treasury stock:
Balance, beginning of period	197,453		197,329
Purchases of treasury stock:
Open market	5,571		0
Other	163		270
Dispositions of treasury stock:
Shares issued to AFL Stock Plan	(1,080	)	(1,306	)
Exercise of stock options	(1,161	)	(94	)
Other	(163	)	(127	)
Balance, end of period	200,783		196,072
Shares outstanding, end of period	465,710		468,724

Outstanding share-based awards are excluded from the calculation of weighted-average shares used in the computation of basic earnings per share (EPS). The following table presents the approximate number of share-based awards to purchase shares, on a weighted-average basis, that were considered to be anti-dilutive and were excluded from the calculation of diluted earnings per share for the following periods.



	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Anti-dilutive share-based awards		1,716		6,289		2,858		6,710

Share Repurchase Program

During the first nine months of 2013 , we repurchased 5.6 million shares of our common stock in the open market for $298 million as part of our share repurchase program. We did not repurchase any shares of our common stock in the open market in the first nine months of 2012 . As of September 30, 2013 , a remaining balance of 16.9 million shares of our common stock was available for purchase under a share repurchase authorization by our board of directors in 2008 .

Reclassifications from Accumulated Other Comprehensive Income

The tables below are reconciliations of accumulated other comprehensive income by component for the following periods.

Changes in Accumulated Other Comprehensive Income



Three Months Ended September 30, 2013
(In millions)	Unrealized Foreign Currency Translation Gains (Losses)				Unrealized Gains (Losses) on Investment Securities				Unrealized Gains (Losses) on Derivatives				Pension Liability Adjustment				Total
Balance, beginning of period		$	(453	)		$	(198	)		$	(11	)		$	(178	)		$	(840	)
Other comprehensive income before reclassification		14				402				3				(2		)		417
Amounts reclassified from accumulated other comprehensive income		21				(61		)		0				2				(38		)
Net current-period other comprehensive income		35				341				3				0				379
Balance, end of period		$	(418	)		$	143			$	(8	)		$	(178	)		$	(461	)

All amounts in the table above are net of tax. Amounts in parentheses indicate debits.



Nine Months Ended September 30, 2013
(In millions)	Unrealized Foreign Currency Translation Gains (Losses)				Unrealized Gains (Losses) on Investment Securities				Unrealized Gains (Losses) on Derivatives				Pension Liability Adjustment				Total
Balance, beginning of period		$	333			$	2,570			$	(5	)		$	(183	)		$	2,715
Other comprehensive income before reclassification		(756		)		(2,284		)		(3		)		(3		)		(3,046		)
Amounts reclassified from accumulated other comprehensive income		5				(143		)		0				8				(130		)
Net current-period other comprehensive income		(751		)		(2,427		)		(3		)		5				(3,176		)
Balance, end of period		$	(418	)		$	143			$	(8	)		$	(178	)		$	(461	)

All amounts in the table above are net of tax. Amounts in parentheses indicate debits.

The tables below summarize the amounts reclassified from each component of accumulated other comprehensive income based on source for the following periods.

Reclassifications Out of Accumulated Other Comprehensive Income



(In millions)	Three Months Ended September 30, 2013
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income ⁽¹⁾				Affected Line Item in the Statements of Earnings
Unrealized foreign currency translation gains (losses)		$	(32	)	Sales and redemptions
		11			Tax (expense) or benefit ⁽²⁾
		$	(21	)	Net of tax
Unrealized gains (losses) on available-for-sale securities		$	104		Sales and redemptions
		(10		)	Other-than-temporary impairment losses realized
		94			Total before tax
		(33		)	Tax (expense) or benefit ⁽²⁾
		$	61		Net of tax
Amortization of defined benefit pension items:
Actuarial gains (losses)		$	(4	)	Acquisition and operating expenses ⁽³⁾
		2			Tax (expense) or benefit ⁽²⁾
		$	(2	)	Net of tax
Total reclassifications for the period		$	38		Net of tax

⁽¹⁾ Amounts in parentheses indicate debits.

⁽²⁾ Based on 35% tax rate

⁽³⁾ These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see

Note 10 for additional details).



(In millions)	Nine Months Ended September 30, 2013
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income ⁽¹⁾				Affected Line Item in the Statements of Earnings
Unrealized foreign currency translation gains (losses)		$	(8	)	Sales and redemptions
		3			Tax (expense) or benefit ⁽²⁾
		$	(5	)	Net of tax
Unrealized gains (losses) on available-for-sale securities		$	285		Sales and redemptions
		(65		)	Other-than-temporary impairment losses realized
		220			Total before tax
		(77		)	Tax (expense) or benefit ⁽²⁾
		$	143		Net of tax
Amortization of defined benefit pension items:
Actuarial gains (losses)		$	(13	)	Acquisition and operating expenses ⁽³⁾
		5			Tax (expense) or benefit ⁽²⁾
		$	(8	)	Net of tax
Total reclassifications for the period		$	130		Net of tax

⁽¹⁾ Amounts in parentheses indicate debits.

⁽²⁾ Based on 35% tax rate

⁽³⁾ These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see

Note 10 for additional details).

9. SHARE-BASED COMPENSATION

As of September 30, 2013 , the Company has outstanding share-based awards under two long-term incentive compensation plans.

The first plan, which expired in February 2007, is a stock option plan which allowed grants for incentive stock options (ISOs) to employees and non-qualifying stock options (NQSOs) to employees and non-employee directors. The options have a term of 10 years. The exercise price of options granted under this plan is equal to the fair market value of a share of the Company's common stock at the date of grant. Options granted before the plan's expiration date remain outstanding in accordance with their terms.

The second long-term incentive compensation plan allows awards to Company employees for ISOs, NQSOs, restricted stock, restricted stock units, and stock appreciation rights. Non-employee directors are eligible for grants of NQSOs, restricted stock, and stock appreciation rights. The ISOs and NQSOs have a term of 10 years, and the share-based awards generally vest based upon time-based conditions or time- and performance-based conditions. Time-based vesting generally occurs after three years . Performance-based vesting conditions generally include the attainment of goals related to Company financial performance. As of September 30, 2013 , approximately 12 million shares were available for future grants under this plan, and the only performance-based awards issued and outstanding were restricted stock awards.

Share-based awards granted to U.S.-based grantees are settled with authorized but unissued Company stock, while those issued to Japan-based grantees are settled with treasury shares.

The following table provides information on stock options outstanding and exercisable at September 30, 2013 .



	Stock Option Shares (in thousands)		Weighted-Average Remaining Term (in years)		Aggregate Intrinsic Value (in millions)			Weighted-Average Exercise Price Per Share
Outstanding		11,261		4.7		$	175		$	46.45
Exercisable		9,261		3.9		154			45.40

We received cash from the exercise of stock options in the amount of $ 69 million during the first nine months of 2013 , compared with $14 million in the first nine months of 2012 . The tax benefit realized as a result of stock option exercises and restricted stock releases was $ 19 million in the first nine months of 2013 , compared with $17 million in the first nine months of 2012 .

As of September 30, 2013 , total compensation cost not yet recognized in our financial statements related to restricted stock awards was $ 48 million , of which $ 25 million ( 859 thousand shares) was related to restricted stock awards with a performance-based vesting condition. We expect to recognize these amounts over a weighted-average period of approximately 1.7 years. There are no other contractual terms covering restricted stock awards once vested.

For additional information on our long-term share-based compensation plans and the types of share-based awards, see Note 11 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2012 .

10. BENEFIT PLANS

We have funded defined benefit plans in Japan and the United States, which cover substantially all of our full-time employees. Additionally, we maintain non-qualified, unfunded supplemental retirement plans that provide defined pension benefits in excess of limits imposed by federal tax law for certain Japanese, U.S. and former employees.

We provide certain health care benefits for eligible U.S. retired employees, their beneficiaries and covered dependents ("other postretirement benefits"). The health care plan is contributory and unfunded. Substantially all of our U.S. employees may become eligible to receive other postretirement benefits if they retire at age 55 or older with at least 15 years of service or if they retire when their age plus service, in years, equals or exceeds 80 (rule of 80 ). At retirement,

an employee is given an opportunity to elect continuation of coverage under our medical plan until age 65 . For certain employees and former employees, additional coverage is provided for all medical expenses for life.

On October 1, 2013, a change was made to postretirement medical benefits to limit the eligibility for the benefits beginning January 1, 2014 to include the following: (1) active employees who have met the rule of 80 ; (2) active employees who are age 55 or older and have met the 15 years of service requirement; (3) active employees who will meet the rule of 80 in the next five years ; (4) active employees who are age 55 or older and who will meet the 15 years of service requirement within the next five years ; and (5) current retirees. Effective October 1, 2013, this change will be accounted for as a negative plan amendment and will result in a reduction to the postretirement benefit obligation of approximately $51 million , with an offset to accumulated other comprehensive income (AOCI). This reduction will be amortized as a reduction to net periodic benefit cost over three years beginning in the fourth quarter of 2013. The postretirement plan obligation will be remeasured using a discount rate of 4.75% as of October 1, 2013.

Pension and other postretirement benefit expenses, included in acquisition and operating expenses in the consolidated statement of earnings, included the following components:



	Three Months Ended September 30,
	Pension Benefits																Other
	Japan								U.S.								Postretirement Benefits
(In millions)	2013				2012				2013				2012				2013			2012
Components of net periodic benefit cost:
Service cost		$	4			$	5			$	5			$	5			$	2		$	1
Interest cost		2				3				7				6				1			1
Expected return on plan assets		(1		)		(1		)		(5		)		(4		)		0			0
Amortization of net actuarial loss		0				0				4				3				0			1
Net periodic (benefit) cost		$	5			$	7			$	11			$	10			$	3		$	3



	Nine Months Ended September 30,
	Pension Benefits																Other
	Japan								U.S.								Postretirement Benefits
(In millions)	2013				2012				2013				2012				2013			2012
Components of net periodic benefit cost:
Service cost		$	12			$	14			$	16			$	16			$	5		$	4
Interest cost		7				9				20				20				3			3
Expected return on plan assets		(3		)		(3		)		(13		)		(12		)		0			0
Amortization of net actuarial loss		1				2				11				7				1			1
Net periodic (benefit) cost		$	17			$	22			$	34			$	31			$	9		$	8

During the nine months ended September 30, 2013 , Aflac Japan contributed approximately $ 17 million (using the weighted-average yen/dollar exchange rate for the nine -month period ending September 30, 2013 ) to the Japanese funded defined benefit plan, and Aflac U.S. contributed $20 million to the U.S. funded defined benefit plan.

For additional information regarding our Japanese and U.S. benefit plans, see Note 13 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

11. COMMITMENTS AND CONTINGENT LIABILITIES

We are a defendant in various lawsuits considered to be in the normal course of business. Members of our senior legal and financial management teams review litigation on a quarterly and annual basis. The final results of any litigation cannot be predicted with certainty. Although some of this litigation is pending in states where large punitive damages, bearing little relation to the actual damages sustained by plaintiffs, have been awarded in recent years, we believe the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. We desire to take advantage of these provisions. This report contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein, and in any other statements made by Company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC). Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as “expect,” “anticipate,” “believe,” “goal,” “objective,” “may,” “should,” “estimate,” “intends,” “projects,” “will,” “assumes,” “potential,” “target” or similar words as well as specific projections of future results, generally qualify as forward-looking. Aflac undertakes no obligation to update such forward-looking statements.

We caution readers that the following factors, in addition to other factors mentioned from time to time, could cause actual results to differ materially from those contemplated by the forward-looking statements:


•	difficult conditions in global capital markets and the economy


•	governmental actions for the purpose of stabilizing the financial markets


•	defaults and credit downgrades of securities in our investment portfolio


•	impairment of financial institutions


•	credit and other risks associated with Aflac's investment in perpetual securities


•	differing judgments applied to investment valuations


•	significant valuation judgments in determination of amount of impairments taken on our investments


•	limited availability of acceptable yen-denominated investments


•	concentration of our investments in any particular single-issuer or sector


•	concentration of business in Japan


•	increased derivative activities


•	ongoing changes in our industry


•	exposure to significant financial and capital markets risk


•	fluctuations in foreign currency exchange rates


•	significant changes in investment yield rates


•	deviations in actual experience from pricing and reserving assumptions


•	subsidiaries' ability to pay dividends to Aflac Incorporated


•	changes in law or regulation by governmental authorities


•	ability to attract and retain qualified sales associates and employees


•	decreases in our financial strength or debt ratings


•	ability to continue to develop and implement improvements in information technology systems


•	interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems


•	changes in U.S. and/or Japanese accounting standards


•	failure to comply with restrictions on patient privacy and information security


•	level and outcome of litigation


•	ability to effectively manage key executive succession


•	catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, acts of terrorism and damage incidental to such events


•	failure of internal controls or corporate governance policies and procedures

MD&A OVERVIEW

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to inform the reader about matters affecting the financial condition and results of operations of Aflac Incorporated and its subsidiaries for the three - and nine -month periods ended September 30, 2013 and 2012 . Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, the following discussion should be read in conjunction with the consolidated financial statements and notes that are included in our annual report to shareholders for the year ended December 31, 2012 . This MD&A is divided into the following sections:


•	Our Business


•	Performance Highlights


•	Critical Accounting Estimates


•	Results of Operations, consolidated and by segment


•	Analysis of Financial Condition, including discussion of market risks of financial instruments


•	Capital Resources and Liquidity, including discussion of availability of capital and the sources and uses of cash

OUR BUSINESS

PERFORMANCE HIGHLIGHTS

Reflecting the weaker yen/dollar exchange rate, revenues were $5.9 billion in the third quarter of 2013 , compared with $6.8 billion in the third quarter of 2012 . Net earnings were $702 million , or $1.50 per diluted share, compared with $1.0 billion , or $2.16 per diluted share, in the third quarter of 2012 .

Also reflecting the weaker yen/dollar exchange rate, revenues were $18.1 billion in the first nine months of 2013 , compared with $19.0 billion in the first nine months of 2012 . Net earnings were $2.5 billion , or $5.31 per diluted share, compared with $2.3 billion , or $4.87 per diluted share, for the first nine months of 2012 .

Results in the third quarter of 2013 included pretax net realized investment gains of $22 million ( $15 million after-tax), compared with net realized investment gains of $286 million ( $186 million after-tax) in the third quarter of 2012 . Net investment gains in the third quarter of 2013 included $10 million ( $6 million after-tax) of other-than-temporary impairment losses; $72 million of net gains ( $47 million after-tax) from the sale or redemption of securities; and $40 million of net losses ( $26 million after-tax) from valuing derivatives.

Results for the first nine months of 2013 included pretax net realized investment gains of $379 million ( $247 million after-tax), compared with net realized investment losses of $177 million ( $115 million after-tax) in the first nine months of 2012 . Net investment gains in the first nine months of 2013 included $65 million ( $42 million after-tax) of other-than-temporary impairment losses; $277 million of net gains ( $180 million after-tax) from the sale or redemption of securities; and $167 million of net gains ( $109 million after-tax) from valuing derivatives.

Shareholders’ equity included a net unrealized gain on investment securities and derivatives of $135 million at September 30, 2013 , compared with a net unrealized gain of $2.6 billion at December 31, 2012 .

In June 2013 , the Parent Company issued $700 million of senior notes through a U.S. public debt offering. We entered into cross-currency interest rate swaps to economically convert the dollar-denominated principal and interest on the senior notes we issued into yen-denominated obligations. In March 2013 , the Parent Company and Aflac entered into a five-year senior unsecured revolving credit facility agreement with a syndicate of financial institutions that provides for borrowings of 50 billion yen or the equivalent of Japanese yen in U.S. dollars. For further information regarding these transactions, see Note 7 of the Notes to the Consolidated Financial Statements and the Capital Resources and Liquidity section of this MD&A.

In the first nine months of 2013, we repurchased 5.6 million shares of our common stock in the open market for $298 million under our share repurchase program.

CRITICAL ACCOUNTING ESTIMATES

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). These principles are established primarily by the Financial Accounting Standards Board (FASB). In this MD&A, references to GAAP issued by the FASB are derived from the FASB Accounting Standards Codification ^™ (ASC). The preparation of financial statements in conformity with GAAP requires us to make estimates based on currently available information when recording transactions resulting from business operations. The estimates that we deem to be most critical to an understanding of Aflac’s results of operations and financial condition are those related to the valuation of investments and derivatives, deferred policy acquisition costs (DAC), liabilities for future policy benefits and unpaid policy claims, and income taxes. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. The application of these critical accounting estimates determines the values for which 94% of our assets and 76% of our liabilities are reported as of September 30, 2013 , and thus has a direct effect on net earnings and shareholders’ equity. Subsequent experience or use of other assumptions could produce significantly different results.

In the first quarter of 2013, we engaged a third party pricing vendor to value privately issued securities within our investment portfolio which were previously being valued using our discounted cash flow pricing model at December 31, 2012. For further discussion regarding this change in pricing methodology, see Note 5 of the Notes to the Consolidated Financial Statements.

Other than the change in valuation methodology for certain investments as discussed above, there have been no other changes in the items that we have identified as critical accounting estimates during the nine months ended September 30, 2013 . For additional information, see the Critical Accounting Estimates section of MD&A included in our annual report to shareholders for the year ended December 31, 2012 .

New Accounting Pronouncements

For information on new accounting pronouncements and the impact, if any, on our financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following discussion includes references to our performance measures, operating earnings and operating earnings per diluted share , that are not based on accounting principles generally accepted in the United States of America (“GAAP”). After-tax operating earnings (operating earnings) is the measure of segment profit or loss we use to evaluate segment performance and allocate resources. Consistent with GAAP accounting guidance for segment reporting, operating earnings is our measure of segment performance. Aflac believes that an analysis of operating earnings is vitally important to an understanding of our underlying profitability drivers.

Aflac defines operating earnings (a non-GAAP financial measure) as the profits derived from operations, inclusive of interest cash flows associated with notes payable, before realized investment gains and losses (securities transactions, impairments, and derivative and hedging activities) as well as nonrecurring items. Aflac's derivative activities include: foreign currency, interest rate and credit default swaps in variable interest entities that are consolidated; foreign currency swaps associated with our senior notes and subordinated debentures; foreign currency forwards used in hedging foreign exchange risk and options on interest rate swaps (or interest rate swaptions) used in hedging interest rate risk on U.S. dollar-denominated securities in Aflac Japan's portfolio; and foreign currency forwards and options used to hedge certain portions of forecasted cash flows denominated in yen. Nonrecurring items are infrequent activities that are not directly associated with the Company's insurance operations .

Our management uses operating earnings to evaluate the financial performance of Aflac's insurance operations because realized investment gains and losses (securities transactions, impairments, and derivative and hedging activities) as well as nonrecurring items, tend to be driven by general economic conditions and events or are related to infrequent activities not directly associated with our insurance operations, and therefore may obscure the underlying fundamentals and trends in Aflac's insurance operations.

The following table is a reconciliation of items impacting operating and net earnings and operating and net earnings per diluted share.

Reconciliation of Operating Earnings to Net Earnings



	In Millions						Per Diluted Share					In Millions						Per Diluted Share
	Three Months Ended September 30,											Nine Months Ended September 30,
	2013			2012			2013			2012		2013			2012			2013			2012
Operating earnings	$	687		$	831		$	1.47		$	1.77	$	2,236		$	2,400		$	4.78		$	5.12
Items impacting net earnings, net of tax:
Realized investment gains (losses):
Securities transactions and impairments	41			124			.09			.26		138			(185		)	.30			(.40		)
Impact of derivative and hedging activities:
Hedge costs related to foreign currency investments	(4		)	(2		)	(.01		)	.00		(12		)	(2		)	(.03		)	.00
Other derivative and hedging activities	(22		)	64			(.05		)	.13		121			72			.26			.15
Net earnings	$	702		$	1,017		$	1.50		$	2.16	$	2,483		$	2,285		$	5.31		$	4.87

Realized Investment Gains and Losses

Our investment strategy is to invest primarily in fixed-income securities to provide a reliable stream of investment income, which is one of the drivers of the Company’s profitability. This investment strategy incorporates asset-liability management (ALM) to align the expected cash flows of the portfolio to the needs of the Company's liability structure. We do not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers, tax planning strategies, and/or general portfolio maintenance and rebalancing. The realization of investment gains and losses is independent of the underwriting and administration of our insurance products, which are the principal drivers of our profitability.

Securities Transactions and Impairments

During the three-month period ended September 30, 2013 , we realized pretax investment gains, net of losses, of $72 million ( $47 million after-tax) from sales and redemptions of securities. We realized pretax investment losses of $10 million ( $6 million after-tax) as a result of the recognition of other-than-temporary impairment losses on certain securities.

During the nine-month period ended September 30, 2013 , we realized pretax investment gains, net of losses, of $277 million ( $180 million after-tax) from sales and redemptions of securities. We realized pretax investment losses of $65 million ( $42 million after-tax) as a result of the recognition of other-than-temporary impairment losses on certain securities.

During the three-month period ended September 30, 2012, we realized pretax investment gains, net of losses, of

$288 million ($187 million after-tax) from sales and redemptions of securities. These net gains primarily resulted from

sales of Japanese government bonds (JGBs) in a bond-swap program. We realized pretax investment losses of $97

million ($63 million after-tax) as a result of the recognition of other-than-temporary impairment losses.

During the nine-month period ended September 30, 2012, we realized pretax investment gains, net of losses, of

$358 million ($233 million after-tax) from sales and redemptions of securities. These gains primarily resulted from the

bond-swap program in the third quarter of 2012 as discussed above. Other gains resulted from the redemption in the

first quarter of 2012 of a previously impaired perpetual security and sales related to our plan to reduce the risk

exposure in our investment portfolio. We realized pretax investment losses of $643 million ($418 million after-tax) as a

result of the recognition of other-than-temporary impairment losses.

See Note 3 of the Notes to Consolidated Financial Statements for a more detailed discussion of these investment activities.

The following table details our pretax impairment losses by investment category.



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Perpetual securities	$	0		$	27		$	0		$	243
Corporate bonds	3			70			41			253
Mortgage- and asset-backed securities	0			0			0			3
Sovereign and supranational	7			0			23			144
Equity securities	0			0			1			0
Total other-than-temporary impairment losses realized	$	10	⁽¹⁾	$	97	⁽¹⁾	$	65	⁽¹⁾	$	643	⁽¹⁾

Impact of Derivative and Hedging Activities

Our derivative activities include foreign currency swaps, credit default swaps, and interest rate swaps in VIEs that are consolidated; foreign currency forwards and interest rate swaptions on certain fixed-maturity securities; foreign currency forwards and options that hedge certain portions of forecasted cash flows denominated in yen; foreign currency interest rate swaps associated with certain of our senior notes and our subordinated debentures; and an interest rate swap associated with our variable interest rate yen-denominated debt. During the three-month period ended September 30, 2013 , we realized pretax investment losses, net of gains, of $40 million ( $26 million after-tax), compared with pretax investment gains, net of losses, of $95 million ( $62 million after-tax) for the same period in 2012 , as a result of valuing these derivatives, net of the effects of hedge accounting. During the nine -month period ended September 30, 2013 , we realized pretax investment gains, net of losses, of $167 million ( $109 million after-tax), compared with pretax investment gains, net of losses, of $108 million ( $70 million after-tax) for the same period in 2012 , as a result of valuing these derivatives, net of the effects of hedge accounting. For a description of other items that could be included in the Impact of Derivative and Hedging Activities, see the Hedging Activities subsection of MD&A and Note 4 of the accompanying Notes to the Consolidated Financial Statements.

For additional information regarding realized investment gains and losses, see Notes 3 and 4 of the Notes to the Consolidated Financial Statements.

Foreign Currency Translation

Aflac Japan’s premiums and most of its investment income are received in yen. Claims and expenses are paid in yen, and we have yen-denominated assets that support yen-denominated policy liabilities. These and other yen-denominated financial statement items are translated into dollars for financial reporting purposes. We translate Aflac Japan’s yen-denominated income statement into dollars using an average exchange rate for the reporting period, and we translate its yen-denominated balance sheet using the exchange rate at the end of the period.

Due to the size of Aflac Japan, where our functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on our reported results. In periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. As a result, we view foreign currency translation as a financial reporting issue for Aflac and not an economic event to our Company or shareholders. Because changes in exchange rates distort the growth rates of our operations, management evaluates Aflac’s financial performance excluding the impact of foreign currency translation.

Income Taxes

Our combined U.S. and Japanese effective income tax rate on pretax earnings was 34.3% for the three-month period ended September 30, 2013 , compared with 31.3% for the same period in 2012 . Our combined U.S. and Japanese effective income tax rate on pretax earnings was 34.4% for the nine -month period ended September 30,

2013 , compared with 33.2% for the same period in 2012 . The lower effective income tax rates for the three- and nine-month periods ended September 30, 2012 reflected the favorable outcome of a routine tax exam for the years 2008 and 2009, which reduced income tax expense by $29.5 million.

Earnings Guidance

Certain items that cannot be predicted or that are outside of management's control may have a significant impact on net earnings. Therefore, in comparing period-over-period results, we also analyze operating earnings (a non-GAAP financial measure) which includes interest cash flows associated with notes payable and excludes realized investment gains and losses (securities transactions, impairments, and the impact of derivative and hedging activities) and nonrecurring items from net earnings. We also assume no impact from foreign currency translation on the Aflac Japan segment.

Our objective for 2013 is to increase operating earnings per diluted share by 4% to 7% over 2012 , excluding the effect of foreign currency translation. If we achieve our objective for 2013, the following table shows the likely results for operating earnings per diluted share, including the impact of foreign currency translation using various yen/dollar exchange rate scenarios.

2013 Operating Earnings Per Diluted Share Scenarios ⁽¹⁾



Weighted-Average Yen/Dollar Exchange Rate		Operating Earnings Per Diluted Share		% Growth Over 2012					Yen Impact
	79.81 ⁽²⁾		$6.86 - 7.06	3.9	-	7.0		%		$	.00
	90		6.37 - 6.57	(3.5)	-	(.5	)				(.49	)
	95		6.17 - 6.37	(6.5)	-	(3.5	)				(.69	)
	100		5.99 - 6.19	(9.2)	-	(6.2	)				(.87	)
	105		5.83 - 6.03	(11.7)	-	(8.6	)				(1.03	)

⁽¹⁾ Excludes realized investment gains/losses (securities transactions, impairments, and the impact of derivative and hedging activities) and nonrecurring items in 2013 and 2012

⁽²⁾ Actual 2012 weighted-average exchange rate

We expect operating earnings to increase approximately 5% for the full year of 2013, before the impact of foreign currency. If the yen averages 95 to 100 to the U.S. dollar for the last three months of the year, we would expect reported operating earnings for the fourth quarter of 2013 to be in the range of $1.38 to $1.43 per diluted share. Under that scenario, we would expect full year 2013 operating earnings of $6.16 to $6.21 per diluted share.

If the yen averages 95 to 100 to the U.S. dollar for the fourth quarter of 2013 and full year 2014, we would expect 2014 operating earnings per diluted share to be in the range of $6.28 to $6.52, which is a growth rate of approximately 2% to 5% on a currency neutral basis. Our 2014 earnings per diluted share objective will benefit significantly from increased share repurchase activities, but will also be challenged by a difficult low-interest-rate environment in Japan, sizeable expenditures in both Japan and the U.S. to enhance our operational infrastructure, and an increase in Japan’s consumption tax, rising from 5% to 8% starting in April 2014.

INSURANCE OPERATIONS

Aflac’s insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac Japan, which operates as a branch of Aflac, is the principal contributor to consolidated earnings. GAAP financial reporting requires that a company report financial and descriptive information about operating segments in its annual and interim period financial statements. Furthermore, we are required to report a measure of segment profit or loss, certain revenue and expense items, and segment assets.

We measure and evaluate our insurance segments’ financial performance using operating earnings on a pretax basis. We define segment operating earnings as the profits we derive from our operations, inclusive of interest cash flows associated with notes payable and before realized investment gains and losses (securities transactions, impairments, and the impact of derivative and hedging activities) and nonrecurring items. We believe that an analy sis of segment pretax operating earnings is vitally important to an understanding of the underlying profitability drivers and trends of our insurance business. Furthermore, because a significant portion of our business is conducted in Japan, we believe it is equally important to understand the impact of translating Japanese yen into U.S. dollars.

We evaluate our sales efforts using new annualized premium sales, an industry operating measure. New annualized premium sales, which include both new sales and the incremental increase in premiums due to conversions, represent the premiums that we would collect over a 12-month period, assuming the policies remain in force. For Aflac Japan, new annualized premium sales are determined by applications submitted during the reporting period. For Aflac U.S., new annualized premium sales are determined by applications that are issued during the reporting period. Premium income, or earned premiums, is a financial performance measure that reflects collected or due premiums that have been earned ratably on policies in force during the reporting period.

AFLAC JAPAN SEGMENT

Aflac Japan Pretax Operating Earnings

Changes in Aflac Japan’s pretax operating earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac Japan.

Aflac Japan Summary of Operating Results



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2013		2012		2013		2012
Premium income	$	3,735	$	4,405	$	11,357	$	12,769
Net investment income:
Yen-denominated investment income	364		492		1,132		1,439
Dollar-denominated investment income	295		221		854		695
Net investment income	659		713		1,986		2,134
Other income (loss)	8		22		46		38
Total operating revenues	4,402		5,140		13,389		14,941
Benefits and claims	2,762		3,219		8,289		9,231
Operating expenses:
Amortization of deferred policy acquisition costs	153		181		469		535
Insurance commissions	236		299		715		884
Insurance and other expenses	405		447		1,141		1,293
Total operating expenses	794		927		2,325		2,712
Total benefits and expenses	3,556		4,146		10,614		11,943
Pretax operating earnings ⁽¹⁾	$	846	$	994	$	2,775	$	2,998
Weighted-average yen/dollar exchange rate	98.93		78.64		96.61		79.47



	In Dollars								In Yen
Percentage change over previous period:	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
Percentage change over previous period:	2013		2012		2013		2012		2013		2012		2013		2012
Premium income	(15.2	)%	9.6	%	(11.1	)%	11.1	%	6.7	%	10.7	%	8.3	%	9.4	%
Net investment income	(7.7	)	2.7		(6.9	)	7.8		16.2		3.7		13.3		6.4
Total operating revenues	(14.4	)	8.9		(10.4	)	10.7		7.8		10.0		9.1		9.0
Pretax operating earnings ⁽¹⁾	(14.9	)	(2.5	)	(7.4	)	2.7		7.1		(1.4	)	12.6		1.4

⁽¹⁾ See the Insurance Operations section of this MD&A for our definition of segment operating expenses.

The percentage increases in premium income in yen reflect the growth of premiums in force. Annualized premiums in force increased 6.2% to 1.55 trillion yen as of September 30, 2013 , compared with 1.46 trillion yen as of September 30, 2012 . The increase in annualized premiums in force in yen reflects the sales of new policies combined with the high persistency of Aflac Japan’s business. Annualized premiums in force, translated into dollars at respective period-end exchange rates, were $15.9 billion at September 30, 2013 , compared with $18.8 billion a year ago.

Aflac Japan's investment portfolios include dollar-denominated securities and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). Dollar-denominated investment income from these assets accounted for approximately 43% of Aflac Japan’s investment income in the first nine months of 2013 , compared with 33% a year ago. In periods when the yen strengthens in relation to the dollar, translating Aflac Japan’s dollar-denominated investment income into yen lowers growth rates for net investment income, total operating revenues, and pretax operating earnings in yen terms. In periods when the yen weakens, translating dollar-denominated investment income into yen magnifies growth rates for net investment income, total operating revenues, and pretax operating earnings in yen terms. Excluding foreign currency changes from the prior period, dollar-denominated investment income accounted for approximately 38% of Aflac Japan’s investment income during the first nine months of 2013 , compared with 33% a year ago.

The following table illustrates the effect of translating Aflac Japan’s dollar-denominated investment income and related items into yen by comparing certain segment results with those that would have been reported had yen/dollar exchange rates remained unchanged from the comparable period in the prior year.

Aflac Japan Percentage Changes Over Previous Period

(Yen Operating Results)

For the Periods Ended September 30 ,



	Including Foreign Currency Changes									Excluding Foreign Currency Changes ⁽²⁾
	Three Months					Nine Months				Three Months						Nine Months
	2013		2012			2013		2012		2013			2012			2013		2012
Net investment income	16.2	%	3.7		%	13.3	%	6.4	%	5.6		%	3.2		%	4.5	%	6.8	%
Total operating revenues	7.8		10.0			9.1		9.0		6.3			9.7			7.8		9.0
Pretax operating earnings ⁽¹⁾	7.1		(1.4	)		12.6		1.4		(.1	)		(2.6	)		6.2		1.2

⁽¹⁾ See the Insurance Operations section of this MD&A for our definition of segment operating earnings.

⁽²⁾ Amounts excluding foreign currency changes on dollar-denominated items were determined using the same yen/dollar exchange rate for the current period as the comparable period in the prior year.

The following table presents a summary of operating ratios in yen terms for Aflac Japan.



	Three Months Ended September 30,				Nine Months Ended September 30,
Ratios to total revenues:	2013		2012		2013		2012
Benefits and claims	62.7	%	62.6	%	61.9	%	61.8	%
Operating expenses:
Amortization of deferred policy acquisition costs	3.5		3.5		3.5		3.6
Insurance commissions	5.4		5.8		5.3		5.9
Insurance and other expenses	9.2		8.8		8.6		8.6
Total operating expenses	18.1		18.1		17.4		18.1
Pretax operating earnings ⁽¹⁾	19.2		19.3		20.7		20.1

⁽¹⁾ See the Insurance Operations section of this MD&A for our definition of segment operating earnings.

In the past several years, the ratio of benefits and claims to total revenues (benefit ratio) for our health products has been positively impacted by favorable claim trends, primarily in our cancer product line. We expect this downward claim trend to continue. However, over the last several years, the rate of decline in Aflac Japan's benefit ratio has moderated, due primarily to strong sales results in our ordinary products, including WAYS and child endowment. These products have higher benefit ratios and lower expense ratios than our health products. The benefit ratio has also been impacted by the effect of low investment yields and portfolio derisking, both of which impact our profit margin by reducing the spread between investment yields and required interest on policy reserves. In the three-month period ended September 30, 2013, the benefit and expense ratios remained relatively stable compared with the same respective period in 2012. In the nine- month period ended September 30, 2013 , the operating expense ratio decreased, resulting in a higher pretax operating profit margin, compared with the same respective period in 2012 , primarily due to the change in business mix discussed above. For the full year of 2013 , we expect this trend to continue.

Aflac Japan Sales

The following table presents Aflac Japan’s new annualized premium sales for the periods ended September 30 .



	In Dollars												In Yen
	Three Months						Nine Months						Three Months				Nine Months
(In millions of dollars and billions of yen)	2013			2012			2013			2012			2013		2012		2013		2012
New annualized premium sales	$	327		$	692		$	1,212		$	1,980		32.4		55.7		116.5		161.3
Increase (decrease) over comparable period in prior year	(52.7		)%	27.2		%	(38.8		)%	41.5		%	(41.9	)%	31.7	%	(27.8	)%	43.4	%

The following table details the contributions to new annualized premium sales by major insurance product for the periods ended September 30 .



	Three Months				Nine Months
	2013		2012		2013		2012
Medical	36.7	%	17.2	%	24.4	%	17.1	%
Cancer	18.9		11.6		16.8		12.6
Ordinary life:
Child endowment	9.3		8.6		12.4		11.5
WAYS	18.2		50.1		30.6		46.6
Other ordinary life	9.0		8.1		10.7		7.9
Other	7.9		4.4		5.1		4.3
Total	100.0	%	100.0	%	100.0	%	100.0	%

As anticipated, Aflac Japan's overall sales declined in the third quarter of 2013 compared with the third quarter of 2012 . This decline was primarily the result of two factors: the repricing of WAYS and other first sector life products, reflecting lower assumed interest rates; and improved investment returns for equities and fixed-income investments, which caused customers at banks to shift their focus from WAYS-type insurance products to investment trusts.

The foundation of Aflac Japan's product portfolio has been, and continues to be, our cancer and medical products. Sales of cancer and medical products combined increased 12.0% during the third quarter of 2013, compared with the same period in 2012, reflecting a favorable response to our new medical product that was launched in August 2013. We have been focusing more on the development of our cancer and medical products following the repricing of our first sector life products in April 2013. With continued cost pressure on Japan’s health care system, we expect the need for cancer and medical products will continue to rise in the future, and we remain convinced that the medical and cancer products Aflac Japan provides will continue to be an important part of our product portfolio.

At September 30, 2013 , we had agreements to sell our products at 373 banks, or more than 90% of the total number of banks in Japan. We believe we have significantly more banks selling our supplemental health insurance products than any other insurer operating in Japan. Japanese consumers rely on banks not only to provide traditional bank services, but also to provide insurance solutions, among other services. We believe our long-standing and strong relationships within the Japanese banking sector have proven to be advantageous to us in this channel. Our partnerships throughout the banking sector provide us with a wider demographic of potential customers than we would otherwise have been able to reach, and it also allows banks to expand their product and service offerings to consumers. As expected, sales of the WAYS product declined sharply in the third quarter of 2013 , leading to a 64.9% decline in bank channel sales, compared with the third quarter of 2012 . Bank channel sales accounted for 29.2% of new annualized premium sales in the third quarter of 2013 for Aflac Japan, compared with 48.4% during the third quarter of 2012 .

We remain committed to selling through our traditional channels. These channels, consisting of affiliated corporate agencies, independent corporate agencies and individual agencies, accounted for 68.4% of total new annualized premium sales for Aflac Japan in the third quarter of 2013 . During the three-month period ended September 30, 2013 , we recruited more than 400 new sales agencies. At September 30, 2013 , Aflac Japan was represented by approximately 16,500 sales agencies and more than 127,200 licensed sales associates employed by those agencies.

Our sales target and focus in 2013 continues to be centered around the sale of Aflac Japan's third sector products, including cancer and medical. We anticipate that the new medical product Aflac Japan introduced in August 2013 will continue to be well-received by consumers. Therefore, we continue to believe Aflac Japan's sales of third sector products will be at the high end of our range of flat to up 5% for the full year of 2013 .

Japanese Economy

The Bank of Japan's October 2013 Monthly Report of Recent Economic and Financial Developments stated that Japan's economy is recovering moderately. Public investment has continued to increase, and housing investment has also increased. Private consumption has remained resilient, with some improvement observed in employment and income. The report projected that Japan's economy is expected to recover moderately due to the resilience in domestic demand and the improving overseas economies. Exports are expected to increase moderately, also due to the improving overseas economies. As for domestic demand, both public and housing investments are expected to continue trending upward. Private consumption is expected to remain resilient, while industrial production is expected to continue increasing moderately. For additional information, see the Japanese Economy subsection of MD&A in our annual report to shareholders for the year ended December 31, 2012 .

Japanese Regulatory Environment

In 2005, legislation aimed at privatizing Japan's postal system (Japan Post) was enacted into law. The privatization laws split Japan Post into four entities that began operating in October 2007. In 2007, one of these entities selected Aflac Japan as its provider of cancer insurance to be sold through its post offices, and, in 2008, we began selling cancer insurance through these post offices. Japan Post has historically been a popular place for consumers to purchase insurance products. Legislation to reform the postal system passed the Diet in April 2012 and resulted in the merger of two of the postal operating entities (the one that delivers the mail and the one that runs the post offices) on October 1, 2012. In July 2013, Aflac Japan entered into a new agreement with Japan Post Holdings to further expand the partnership that was initially established in 2008. Through this alliance, Japan Post intends to expand the number of post offices that offer Aflac's cancer products, gradually increasing from 1,000 postal outlets to 20,000 outlets. Also, subject to regulatory approval, Japan Post Insurance (Kampo) will enter into an agency contract with Aflac Japan to begin distributing Aflac Japan's cancer insurance products at all of Kampo's 79 directly managed sales offices. Upon consultations with Japan Post Group, Aflac Japan will consider developing a unique cancer product for both Japan Post and Kampo.

Aflac Japan Investments

The level of investment income in yen is affected by available cash flow from operations, the timing of investing the cash flow, yields on new investments, and the effect of yen/dollar exchange rates on dollar-denominated investment income. Aflac Japan has historically invested primarily in Japanese Government Bonds (JGBs) and privately issued securities. Privately issued securities generally have higher yields than those available on JGBs and other publicly traded debt instruments. All of the privately issued securities we purchased were rated investment grade at the time of purchase. These securities were generally issued with documentation consistent with standard medium-term note programs. In addition, many of these investments have protective covenants appropriate to the specific issuer, industry and country. These covenants often require the issuer to adhere to specific financial ratios and give priority to repayment of our investment under certain circumstances.

In order to address our challenge of investing in Japan's low-interest-rate environment and reduce the amounts of privately issued securities in our overall portfolio, in the third quarter of 2012, we began investing in higher-yielding U.S. dollar-denominated publicly-traded investment grade corporate fixed-maturity securities, and have entered into foreign currency forwards to hedge the currency risk on the fair value of the U.S. dollar securities. We started this program as part of our strategic review of portfolio asset allocation, maintain it as part of our on-going portfolio allocation, and will allocate new money into the program based on multiple factors including market conditions, overall portfolio make-up, investment alternatives, needs of the business, and other factors.

The following table presents the results of Aflac Japan’s investment yields for the periods ended September 30 .



	Three Months				Nine Months
	2013	⁽¹⁾	2012		2013	⁽¹⁾	2012
New money yield	2.00	%	2.76	%	2.87	%	2.27	%
Return on average invested assets, net of investment expenses	2.88		2.78		2.88		2.96
Portfolio yield, including dollar-denominated investments, end of period	2.98	%	2.84	%	2.98	%	2.84	%

⁽¹⁾ Yields are reported before the cost of foreign currency forwards that hedge foreign exchange risk of U.S. dollar-denominated publicly-

traded corporate bonds.

Given the volatility in the U.S. interest rate environment, Aflac Japan did not purchase any additional U.S. dollar-denominated fixed maturities as part of the program discussed above during the third quarter of 2013 . All new money purchases were allocated to JGBs, therefore we experienced a relative decrease in the new money yield for the three-

month period ended September 30, 2013, compared to the same period in 2012. Despite this decrease for the quarter, the new money yield for the nine-month period ended September 30, 2013 was higher compared to the same period in 2012.

See Notes 3, 4 and 5 of the Notes to the Consolidated Financial Statements and the Analysis of Financial Condition section of this MD&A for additional information on our investments and hedging strategies.

AFLAC U.S. SEGMENT

Aflac U.S. Pretax Operating Earnings

Changes in Aflac U.S. pretax operating earnings and profit margins are primarily affected by morbidity, mortality, expenses, persistency and investment yields. The following table presents a summary of operating results for Aflac U.S.

Aflac U.S. Summary of Operating Results



	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions)	2013			2012			2013			2012
Premium income	$	1,293		$	1,254		$	3,868		$	3,736
Net investment income	159			153			473			457
Other income	1			5			4			10
Total operating revenues	1,453			1,412			4,345			4,203
Benefits and claims	724			712			2,128			2,110
Operating expenses:
Amortization of deferred policy acquisition costs	103			101			321			302
Insurance commissions	152			143			443			425
Insurance and other expenses	205			196			620			577
Total operating expenses	460			440			1,384			1,304
Total benefits and expenses	1,184			1,152			3,512			3,414
Pretax operating earnings ⁽¹⁾	$	269		$	260		$	833		$	789
Percentage change over previous year:
Premium income	3.1		%	5.2		%	3.5		%	5.3		%
Net investment income	4.2			3.5			3.6			4.2
Total operating revenues	2.9			5.2			3.4			5.2
Pretax operating earnings ⁽¹⁾	3.3			21.5			5.5			11.5

⁽¹⁾ See the Insurance Operations section of this MD&A for our definition of segment operating earnings.

Annualized premiums in force increased 3.2% to $5.5 billion as of September 30, 2013 , compared with $5.3 billion as of September 30, 2012 .

The following table presents a summary of operating ratios for Aflac U.S.



	Three Months Ended September 30,				Nine Months Ended September 30,
Ratios to total revenues:	2013		2012		2013		2012
Benefits and claims	49.8	%	50.4	%	49.0	%	50.2	%
Operating expenses:
Amortization of deferred policy acquisition costs	7.1		7.1		7.4		7.2
Insurance commissions	10.5		10.1		10.2		10.1
Insurance and other expenses	14.1		14.0		14.2		13.7
Total operating expenses	31.7		31.2		31.8		31.0
Pretax operating earnin gs ⁽¹⁾	18.5		18.4		19.2		18.8

⁽¹⁾ See the Insurance Operations section of this MD&A for our definition of segment operating earnings.

The benefit ratio decreased and the expense ratio increased in the three- and nine-month periods ended September 30, 2013 , compared with the same respective periods in 2012 . For the full year of 2013 , we expect the benefit and expense ratios and pretax operating profit margin to be similar to those experienced in 2012 .

Aflac U.S. Sales

The following table presents Aflac's U.S. new annualized premium sales for the periods ended September 30 .



	Three Months								Nine Months
(In millions)	2013				2012				2013				2012
New annualized premium sales	$	330			$	335			$	1,026			$	1,044
Increase (decrease) over prior year	(1.5		)	%	(1.5		)	%	(1.7		)	%	1.5		%

The following table details the contributions to new annualized premium sales by major insurance product category for the periods ended September 30 .



	Three Months				Nine Months
	2013		2012		2013		2012
Income-loss protection:
Short-term disability	21.1	%	20.5	%	21.1	%	20.3	%
Life	5.5		5.7		5.4		5.7
Asset-loss protection:
Accident	27.9		30.2		27.3		30.0
Critical care ⁽¹⁾	19.7		21.9		20.0		22.5
Supplemental medical:
Hospital indemnity	16.2		15.3		16.5		15.1
Dental/vision	6.6		6.4		6.5		6.4
Other	3.0		0.0		3.2		0.0
Total	100.0	%	100.0	%	100.0	%	100.0	%

⁽¹⁾ Includes cancer, critical illness, and hospital intensive care products

New annualized premium sales for accident insurance, our leading product category, decreased 9.0% , short-term disability sales increased 1.7% , critical care insurance sales (including cancer insurance) decreased 11.7% , and hospital indemnity insurance sales increased 4.5% in the third quarter of 2013 , compared with the same period in 2012.

As part of our U.S. sales strategy, we continue to focus on growing and enhancing the effectiveness of our U.S. sales force. As of September 30, 2013 , our distribution network was made up of approximately 75,900 licensed sales associates and brokers. Beyond expanding the size and capabilities of our traditional sales force, we remain encouraged about establishing and developing relationships with insurance brokers that typically handle the larger-case market.

The addition of group products has expanded our reach and enabled us to generate more sales opportunities with larger employers, brokers, and our traditional sales agents. We anticipate that the appeal of our group products will continue to enhance our opportunities to connect with larger businesses and their employees. Our portfolio of group and individual products offers businesses the opportunity to give their employees a more valuable and comprehensive selection of benefit options.

The unemployment rate in the United States has shown some signs of improvement; however, we continue to see hiring remain weak, especially at smaller employers where 90% of our business is written. We believe the need for our products remains very strong and are taking measures to better reach potential customers. We continue to work on enhancing distribution capabilities, including initiatives that benefit our field force and the broker community. At the same time, we seek opportunities to leverage our strong brand and relevant product portfolio in the evolving health care environment.

U.S. Economy

Operating in the U.S. economy continues to be challenging. Our group products and relationships with insurance brokers that handle the larger-case market are helping us as we expand our reach selling to larger businesses. However, more than 90% of our products are sold in the small business segment, consisting of accounts with fewer than 100 employees. Small businesses, in particular, have proven to be especially vulnerable to ongoing economic weakness. Small employers are still guarded with respect to their business outlook, and employees have been reluctant to make changes in their benefits in advance of health care reform implementation. Although we believe that the weakened U.S. economy has constrained our sales growth, we also believe our products remain affordable to the average American

consumer. We believe that consumers' underlying need for our U.S. product line remains strong, and that the United States remains a sizeable and attractive market for our products.

U.S. Regulatory Environment

The Affordable Care Act (ACA) gives Americans of all ages and income levels access to comprehensive major medical health insurance. Although some segments of the law have already been implemented, the major elements of the bill will become effective on January 1, 2014. The primary subject of the legislation is major medical insurance; as enacted, the ACA does not materially affect the design of our insurance products. However, indirect consequences of the legislation and regulations, including short-term uncertainty related to implementation, could present challenges and/or opportunities that could potentially have an impact on our sales model, financial condition and results of operations. Our experience with Japan’s national health care environment leads us to believe that the need for our products will only increase over the coming years.

The Dodd-Frank Act created, among other things, a Financial Stability Oversight Council (the Council). In April 2012, the Council released a final rule describing the general process it will follow in determining whether to designate a nonbank financial company for supervision by the Board of Governors of the U.S. Federal Reserve System (the Board). The Council may designate by a two-thirds vote whether certain nonbank financial companies, including certain insurance companies and insurance holding companies, could pose a threat to the financial stability of the United States, in which case such nonbank financial companies would become subject to prudential regulation by the Board. On April 3, 2013, the Board published a final rule that establishes the requirements for determining when a nonbank financial company is "predominantly engaged in financial activities" - a prerequisite for designation by the Council. Prudential regulation by the Board includes supervision of capital requirements, leverage limits, liquidity requirements and examinations. The Board may limit such company’s ability to enter into merger transactions, restrict its ability to offer financial products, require it to terminate one or more activities, or impose conditions on the manner in which it conducts activities. Although Aflac is a nonbank financial company predominantly engaged in financial activities as defined in the Dodd-Frank Act, we do not believe Aflac will be considered a company that poses a threat to the financial stability of the United States. Title VII of the Dodd-Frank Act and regulations issued thereunder may have an impact on Aflac's derivative activity, including activity on behalf of Aflac Japan, in particular rules and rule proposals to require central clearing and collateral for certain types of derivatives. The Dodd-Frank Act also established a Federal Insurance Office (FIO) under the U.S. Treasury Department to monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance. Traditionally, U.S. insurance companies have been regulated primarily by state insurance departments. The Dodd-Frank Act requires extensive rule-making and other future regulatory action, which in some cases will take a period of years to implement. However, at the current time, it is not possible to predict with any degree of certainty what impact, if any, the Dodd-Frank Act will have on our U.S. business, financial condition, or results of operations.

Aflac U.S. Investments

The level of investment income is affected by available cash flow from operations, profit repatriation from Aflac Japan, the timing of investing the cash flow, yields on new investments, and other factors. Aflac U.S. has invested primarily in investment grade corporate bonds.

The following table presents the results of Aflac's U.S. investment yields for the periods ended September 30 .



	Three Months				Nine Months
	2013		2012		2013		2012
New money yield	4.51	%	3.87	%	3.97	%	4.30	%
Return on average invested assets, net of investment expenses	5.66		6.13		5.77		6.35
Portfolio yield, end of period	6.06	%	6.46	%	6.06	%	6.46	%

The Aflac U.S. new money yield of 4.51% for the third quarter of 2013 was an increase over second quarter’s new money yield of 3.70% and reflected the general increase in interest rates during that period. Despite this sequential increase, our new money yield for the nine-month period ended September 30, 2013 decreased, compared with the same period in 2012, largely due to interest rates in the first half of 2013 being below those in 2012. See Notes 3 and 5 of the Notes to the Consolidated Financial Statements and the Analysis of Financial Condition section of this MD&A for additional information on our investments.

ANALYSIS OF FINANCIAL CONDITION

Our financial condition has remained strong in the functional currencies of our operations. The yen/dollar exchange rate at the end of each period is used to translate yen-denominated balance sheet items to U.S. dollars for reporting purposes.

The following table demonstrates the effect of the change in the yen/dollar exchange rate by comparing select balance sheet items as reported at September 30, 2013 , with the amounts that would have been reported had the exchange rate remained unchanged from December 31, 2012 .

Impact of Foreign Exchange on Balance Sheet Items



(In millions)	As Reported			Exchange Effect				Net of Exchange Effect
Yen/dollar exchange rate ⁽¹⁾		97.75							86.58
Investments and cash		$	106,712		$	(9,256	)		$	115,968
Deferred policy acquisition costs		9,173			(804		)		9,977
Total assets		119,918			(10,384		)		130,302
Policy liabilities		93,937			(10,969		)		104,906
Total liabilities		105,260			(11,601		)		116,861

⁽¹⁾ The exchange rate at September 30, 2013 , was 97.75 yen to one dollar, or 11.4% weaker than the December 31, 2012 , exchange rate of 86.58.

Market Risks of Financial Instruments

Our investment philosophy is to fulfill our fiduciary responsibility to invest assets in a prudent manner to meet the present and future needs of our policyholders’ contractual obligations while maximizing the long-term financial return on assets consistent with the company goal of maximizing long-term shareholder value within defined risk appetites, limits, and maintaining adequate liquidity.

The following table details investment securities by segment.

Investment Securities by Segment



		Aflac Japan						Aflac U.S.
(In millions)	September 30, 2013			December 31, 2012			September 30, 2013				December 31, 2012
Securities available for sale, at fair value:
Fixed maturities		$	45,354		$	45,472		$	11,262	⁽¹⁾		$	11,625	⁽¹⁾
Perpetual securities		2,836			4,127			105				175
Equity securities		22			23			0				0
Total available for sale		48,212			49,622			11,367				11,800
Securities held to maturity, at amortized cost:
Fixed maturities		43,607			54,426			0				0
Total held to maturity		43,607			54,426			0				0
Total investment securities		$	91,819		$	104,048		$	11,367			$	11,800

⁽¹⁾ Excludes investment-grade, available-for-sale fixed-maturity securities held by the Parent Company of $307 in 2013 and $156 in

2012 .

Because we invest in fixed-income securities, our financial instruments are exposed primarily to three types of market risks: currency risk, interest rate risk, and credit risk.

Currency Risk

The functional currency of Aflac Japan's insurance operations is the Japanese yen. All of Aflac Japan's premiums, claims and commissions are received or paid in yen, as are most of its investment income and other expenses. While we began investing a portion of our yen cash flow in dollar-denominated securities in the third quarter of 2012, most of Aflac

Japan's investments, cash and liabilities are yen-denominated. In addition, Aflac Incorporated has yen-denominated debt obligations.

We are exposed to economic currency risk only when yen funds are actually converted into dollars. This primarily occurs when we repatriate yen-denominated funds from Aflac Japan to Aflac U.S., which is generally done annually. The exchange rates prevailing at the time of repatriation will differ from the exchange rates prevailing at the time the yen profits were earned. A portion of the yen repatriation may be used to service Aflac Incorporated's yen-denominated notes payable with the remainder converted into dollars. In order to hedge foreign exchange risk for a portion of the profit repatriation received in yen from Aflac Japan in July 2013, we entered into foreign exchange forwards and options in the first six months of 2013 as part of a hedging strategy on 65 billion yen. Aflac further hedged foreign exchange risk for a portion of the expected profit repatriation in yen from Aflac Japan scheduled to occur in July 2014 using foreign exchange forwards and options as part of a hedging strategy on 47.5 billion yen.

In addition to profit repatriation, certain investment activities for Aflac Japan expose us to economic currency risk when yen are converted into dollars. As noted above, we invest a portion of our yen cash flows in dollar-denominated assets. This requires that we convert the yen cash flows to U.S. dollars before investing. As previously discussed, we then enter into a foreign currency forward contract to hedge the currency risk on the fair value of the U.S. dollar securities. The dollar coupon payments received on these investments are not hedged and are subject to foreign exchange fluctuations, which are realized in earnings. Also, Aflac Japan has invested in reverse-dual currency securities (RDCs, or yen-denominated debt securities with dollar coupon payments), which exposes Aflac to changes in foreign exchange rates. The foreign currency effect on the yen-denominated securities is accounted for as a component of unrealized gains or losses on available-for-sale securities in accumulated other comprehensive income, while the foreign currency effect on the dollar coupons is realized in earnings. The RDCs provided a higher yield at the time of purchase than those available on Japanese government or other public corporate bonds, while still adhering to our investment standards at the time of the transaction. The yen/dollar exchange rate would have to strengthen to approximately 42 before the yield on these instruments would equal that of a comparable yen-denominated instrument.

Aside from the activities discussed above, we generally do not convert yen into dollars; however, we do translate financial statement amounts from yen into dollars for financial reporting purposes. Therefore, reported amounts are affected by foreign currency fluctuations. We report unrealized foreign currency translation gains and losses in accumulated other comprehensive income. In periods when the yen weakens against the dollar, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported. The weakening of the yen relative to the dollar will generally adversely affect the value of our yen-denominated investments in dollar terms. We attempt to minimize the exposure of shareholders' equity to foreign currency translation fluctuations. We accomplish this by investing a portion of Aflac Japan's investment portfolio in dollar-denominated securities and by the Parent Company's issuance of yen-denominated debt (for additional information, see the discussion under the Hedging Activities subsection of MD&A). As a result, the effect of currency fluctuations on our net assets is reduced.

The following table demonstrates the effect of foreign currency fluctuations by presenting the dollar values of our yen-denominated assets and liabilities, and our consolidated yen-denominated net asset exposure at selected exchange rates.

Dollar Value of Yen-Denominated Assets and Liabilities

at Selected Exchange Rates



(In millions)	September 30, 2013									December 31, 2012
Yen/dollar exchange rates	82.75			97.75 ⁽¹⁾			112.75			71.58			86.58 ⁽¹⁾			101.58
Yen-denominated financial instruments:
Assets:
Securities available for sale:
Fixed maturities ⁽²⁾	$	26,660		$	22,569		$	19,566		$	30,649		$	25,339		$	21,597
Fixed maturities - consolidated variable interest entities ⁽³⁾	2,618			2,216			1,921			3,272			2,705			2,306
Perpetual securities	2,780			2,354			2,041			4,270			3,530			3,009
Perpetual securities - consolidated variable interest entities ⁽³⁾	438			371			322			592			489			417
Equity securities	21			18			16			21			18			15
Securities held to maturity:
Fixed maturities	51,209			43,351			37,583			65,481			54,137			46,143
Fixed maturities - consolidated variable interest entities ⁽³⁾	302			256			222			349			289			246
Cash and cash equivalents	544			460			399			463			383			326
Derivatives ⁽⁴⁾	2,450			598			714			960			345			538
Other financial instruments	177			150			130			186			153			131
Subtotal	87,199			72,343			62,914			106,243			87,388			74,728
Liabilities:
Notes payable	889			754			653			1,030			852			726
Japanese policyholder protection corporation	0			0			0			28			23			20
Derivatives ⁽⁴⁾	667			435			1,747			567			934			1,829
Subtotal	1,556			1,189			2,400			1,625			1,809			2,575
Net yen-denominated financial instruments	85,643			71,154			60,514			104,618			85,579			72,153
Other yen-denominated assets	9,812			8,306			7,201			10,189			8,423			7,179
Other yen-denominated liabilities	105,223			89,077			77,226			119,778			99,026			84,403
Consolidated yen-denominated net assets (liabilities) subject to foreign currency fluctuation ⁽²⁾	$	(9,768	)	$	(9,617	)	$	(9,511	)	$	(4,971	)	$	(5,024	)	$	(5,071	)

⁽¹⁾ Actual period-end exchange rate

⁽²⁾ Does not include the U.S. dollar-denominated corporate bonds for which we have entered into foreign currency forwards as

discussed in the Aflac Japan Investment subsection of MD&A

⁽³⁾ Does not include U.S. dollar-denominated bonds that have corresponding cross-currency swaps in consolidated VIEs

⁽⁴⁾ Changes in yen rates have significant impacts on the values of derivative assets and liabilities. The hypothetical changes in derivative values for the asset and liability line items include any required reclassification that would be necessary due to the changes in values.

We are required to consolidate certain variable interest entities (VIEs). Some of the consolidated VIEs in our Aflac Japan portfolio use foreign currency swaps to convert foreign denominated cash flows to yen, the functional currency of Aflac Japan, in order to minimize cash flow fluctuations. Foreign currency swaps exchange an initial principal amount in two currencies, agreeing to re-exchange the currencies at a future date, at an agreed upon exchange rate. There may also be periodic exchanges of payments at specified intervals based on the agreed upon rates and notional amounts. Prior to consolidation, our beneficial interest in these VIEs was a yen-denominated available-for-sale fixed maturity security. Upon consolidation, the original yen-denominated investment was derecognized and the underlying U.S. dollar-denominated fixed-maturity or perpetual securities and cross-currency swaps were recognized. The combination of a U.S. dollar-denominated investment and cross-currency swap economically creates a yen-denominated investment and has no impact on our net investment hedge position.

Similarly, the combination of the U.S. corporate bonds and the foreign currency forwards that we have entered into, as discussed in the Aflac Japan Investment subsection of MD&A, economically creates a yen-denominated investment that qualifies for inclusion as a component of our investment in Aflac Japan for net investment hedge purposes.

For additional information regarding our Aflac Japan net investment hedge, see the Hedging Activities subsection of MD&A.

Interest Rate Risk

Our primary interest rate exposure is to the impact of changes in interest rates on the fair value of our investments in debt and perpetual securities. We estimate that the reduction in the fair value of debt and perpetual securities we own resulting from a 100 basis point increase in market interest rates, based on our portfolios at September 30, 2013 , and December 31, 2012 , would be as follows:



(In millions)	September 30, 2013				December 31, 2012
Effect on yen-denominated debt and perpetual securities		$	(9,611	)		$	(10,559	)
Effect on dollar-denominated debt and perpetual securities		(3,043		)		(2,909		)
Effect on total debt and perpetual securities		$	(12,654	)		$	(13,468	)

There are various factors that affect the fair value of our investment in debt and perpetual securities. Included in those factors are changes in the prevailing interest rate environment, which directly affect the balance of unrealized gains or losses for a given period in relation to a prior period. Decreases in market yields generally improve the fair value of debt and perpetual securities, while increases in market yields generally have a negative impact on the fair value of our debt and perpetual securities. However, we do not expect to realize a majority of any unrealized gains or losses because we generally have the intent and ability to hold such securities until a recovery of value, which may be maturity. For additional information on unrealized losses on debt and perpetual securities, see Note 3 of the Notes to the Consolidated Financial Statements.

We perform extensive analysis on the duration or our assets and liabilities. Currently, when debt and perpetual securities we own mature, the proceeds may be reinvested at a yield below that of the interest required for the accretion of policy benefit liabilities on policies issued in earlier years. However, adding riders to our older policies has helped offset negative investment spreads on these policies. Overall, adequate profit margins exist in Aflac Japan’s aggregate block of business because of changes in the mix of business and favorable experience from mortality, morbidity and expenses.

We entered into an interest rate swap agreement related to the 5.5 billion yen variable interest rate Samurai notes that we issued in July 2011. This agreement effectively converted the variable interest rate notes to fixed rate notes to eliminate the volatility in our interest expense. We also have interest rate swaps related to some of our consolidated VIEs. These interest rate swaps are primarily used to convert interest receipts on floating-rate fixed-maturity securities contracts to fixed rates.

Interest rate swaptions are options on interest rate swaps. Interest rate collars, combinations of two swaption positions, were executed in the third quarter of 2013 in order to hedge certain dollar-denominated available-for-sale securities that are held in the Aflac Japan segment. We use collars to protect against significant changes in the fair value associated with interest rate changes of our dollar-denominated available-for-sale securities. In order to maximize the efficiency of the collars while minimizing cost, we set the strike price on each collar so that the premium paid for the ‘payer leg’ is offset by the premium received for having sold the ‘receiver leg’.

For further information on our interest rate derivatives, see Note 4 of the accompanying Notes to the Consolidated Financial Statements and Note 8 of the Notes to the Consolidated Financial Statements and the Interest Rate Risk subsection of MD&A in our annual report to shareholders for the year ended December 31, 2012 .

Credit Risk

A significant portion of our investment portfolio consists of fixed income or perpetual securities that expose us to the credit risk of the underlying issuer. We carefully evaluate this risk on every new investment and closely monitor the credit risk of our existing investment portfolio. We incorporate the needs of our products and liabilities, the overall requirements of the business, and other factors in addition to our underwriting of the credit risk for each investment in the portfolio.

Evaluating the underlying risks in our credit portfolio involves a multitude of factors including but not limited to our assessment of the issuers business activities, assets, products, market position, financial condition, and future prospects.

We also must incorporate the assessment of the Nationally Recognized Statistical Rating Organizations (NRSROs) and the SVO in assigning credit ratings to our specific portfolio holdings. We employ a team of experienced credit investment professionals to perform extensive internal assessments of the credit risks for all our portfolio holdings and potential new investments.

The ratings of our securities referenced in the two tables below are based on the ratings designations provided by major NRSROs (Moody's, S&P and Fitch) or, if not rated, are determined based on the ratings assigned by the SVO of the NAIC and/or our internal analysis of such securities. For investment-grade securities where the ratings assigned by the major credit agencies are not equivalent, we use the second lowest rating that is assigned. For a description of the ratings methodology that we use when a security is split-rated, see "Market Risks of Financial Instruments - Below-Investment-Grade and Split-Rated Securities" in the Analysis of Financial Condition section of this MD&A.

The distributions by credit rating of our purchases of debt securities, based on acquisition cost, were as follows:

Composition of Purchases by Credit Rating



	Nine Months Ended September 30, 2013			Twelve Months Ended December 31, 2012			Nine Months Ended September 30, 2012
AAA		.7	%		.5	%		.2	%
AA		65.3			72.1			83.6
A		16.8			10.3			5.4
BBB		15.4			15.9			9.8
BB or lower		1.8			1.2			1.0
Total		100.0	%		100.0	%		100.0	%

Purchases of securities from period to period are determined based on multiple objectives including appropriate portfolio diversification, the relative value of a potential investment and availability of investment opportunities, liquidity, credit and other risk factors while adhering to our investment policy guidelines. We did not purchase any perpetual securities during the periods presented in the table above. The increase in purchases of A and BBB rated securities in the first nine months of 2013, compared with the same period in 2012, was related primarily to the purchase of U.S. dollar-denominated corporate fixed-income publicly traded securities for the Aflac Japan portfolio as discussed further in the Results of Operations - Aflac Japan Segment section of this MD&A. The purchases of BB or lower rated securities in 2013 and 2012 were due to a limited program that was initiated in 2011 to invest in senior secured bank loans to U.S. and Canadian corporate borrowers, most of which have below-investment-grade ratings. The program is managed externally by third party firms specializing in this asset class. This mandate requires a minimum average credit quality of BB-/Ba3, prohibits loans rated below B/B2, and restricts exposure to any individual credit to less than 3% of the program’s assets. The objectives of this program include enhancing the yield on invested assets, achieving further diversification of credit risk, and mitigating the risk of rising interest rates through the acquisition of floating rate assets.

The distributions of debt and perpetual securities we own, by credit rating, were as follows:

Composition of Portfolio by Credit Rating



		September 30, 2013						December 31, 2012
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
AAA		1.5	%		1.5	%		1.5	%		1.6	%
AA		42.8			44.3			46.2			45.6
A		25.1			25.3			22.8			23.7
BBB		26.1			24.8			24.8			24.6
BB or lower		4.5			4.1			4.7			4.5
Total		100.0	%		100.0	%		100.0	%		100.0	%

As of September 30, 2013 , our direct and indirect exposure to securities in our investment portfolio that were guaranteed by third parties was immaterial both individually and in the aggregate.

Subordination Distribution

The majority of our total investments in debt and perpetual securities was senior debt at September 30, 2013 , and December 31, 2012 . We also maintained investments in subordinated financial instruments that primarily consisted of Lower Tier II, Upper Tier II, and Tier I securities, listed in order of seniority. The Lower Tier II (LTII) securities are debt instruments with fixed maturities. Our Upper Tier II (UTII) and Tier I investments consisted of debt instruments with fixed maturities and perpetual securities, which have an economic maturity as opposed to a stated maturity.

The following table shows the subordination distribution of our debt and perpetual securities.

Subordination Distribution of Debt and Perpetual Securities



		September 30, 2013						December 31, 2012
(In millions)	Amortized Cost			Percentage of Total			Amortized Cost			Percentage of Total
Senior notes		$	95,850		92.9	%		$	102,978		91.9	%
Subordinated securities:
Fixed maturities (stated maturity date):
Lower Tier II		3,550			3.4			3,985			3.6
Tier I ⁽¹⁾		148			.1			405			.3
Surplus notes		334			.3			335			.3
Trust preferred - non-banks		85			.1			85			.1
Other subordinated - non-banks		51			.0			51			.0
Total fixed maturities		4,168			3.9			4,861			4.3
Perpetual securities (economic maturity date):
Upper Tier II		2,102			2.0			2,825			2.5
Tier I		917			.9			1,079			1.0
Other subordinated - non-banks		274			.3			309			.3
Total perpetual securities		3,293			3.2			4,213			3.8
Total debt and perpetual securities		$	103,311		100.0	%		$	112,052		100.0	%

⁽¹⁾ Includes trust preferred securities

Portfolio Composition

For information regarding the amortized cost for our investments in debt and perpetual securities, the cost for equity securities and the fair values of these investments, refer to Note 3 of the Notes to the Consolidated Financial Statements.

Investment Concentrations

One of our largest investment concentrations as of September 30, 2013 , was banks and financial institutions. Within the countries we approve for investment opportunities, we primarily invest in financial institutions that are strategically crucial to each approved country's economy. The bank and financial institution sector is a highly regulated industry and plays a strategic role in the global economy. Within this sector, our credit risk by geographic region or country of issuer at September 30, 2013 , based on amortized cost, was: Europe, excluding the United Kingdom ( 30% ); United States ( 27% ); Australia ( 8% ); Japan ( 8% ); United Kingdom ( 8% ); and other ( 19% ).

Our 20 largest global investment exposures as of September 30, 2013 , were as follows:

Largest Global Investment Positions

Amortized

% of

Ratings

(In millions)

Cost

Total

Seniority

Moody’s

S&P

Fitch

Japan National Government ⁽¹⁾

36,943

35.76

Senior

Aa3

AA-

A+

Israel Electric Corporation Limited

662

.64

Senior

Baa3

BB+

—

Republic of South Africa

622

.60

Senior

Baa1

BBB

Bank of America Corp. (includes Merrill Lynch)

460

.45

Merrill Lynch & Co. Inc.

255

.25

Senior

Baa2

A-

Bank of America Corp.

205

.20

Lower Tier II

Baa3

BBB+

Bank of Tokyo-Mitsubishi UFJ Ltd.

460

.45

Bank of Tokyo-Mitsubishi UFJ Ltd. (BTMU Curacao Holdings NV)

460

.45

Lower Tier II

A-

Investcorp SA

429

.42

Investcorp Capital Limited

429

.42

Senior

Ba2

—

Metlife Inc.

421

.41

Metropolitan Life Global Funding I

256

.25

Senior

Aa3

AA-

A+

Metlife Inc

165

.16

Senior

A-

Deutsche Bank AG

409

.40

Deutsche Postbank AG

245

.24

Lower Tier II

Baa3

—

A-

Deutsche Bank Capital Trust II

148

.14

Tier I

Ba2

BBB-

Deutsche BK CAP FDG Capital Trust I

.02

Tier I

Ba2

BBB-

Sumitomo Mitsui Financial Group Inc.

409

.40

Sumitomo Mitsui Banking Corporation (includes SMBC
International Finance)

256

.25

Upper Tier II

BBB+

—

Sumitomo Mitsui Banking Corporation

102

.10

Lower Tier II

—

Sumitomo Mitsui Banking Corporation

.05

Upper Tier II

BBB+

—

National Grid PLC

409

.40

National Grid Gas PLC

205

.20

Senior

A-

National Grid Electricity Transmission PLC

204

.20

Senior

A-

Telecom Italia SpA

409

.40

Telecom Italia Finance SA

205

.20

Senior

Baa3

BBB-

Olivetti Finance NV

204

.20

Senior

Baa3

BBB-

JP Morgan Chase & Co. (including Bear Stearns)

409

.40

JPMorgan Chase & Co. (including Bear Stearns Companies Inc.)

361

.35

Senior

A+

JPMorgan Chase & Co. (FNBC)

.02

Senior

Aa1

A+

—

JPMorgan Chase & Co. (Bank One Corp.)

.02

Lower Tier II

A-

JPMorgan Chase & Co. (NBD Bank)

.01

Lower Tier II

Citigroup Inc.

404

.39

Citigroup Inc. (includes Citigroup Global Markets Holdings Inc.)

308

.30

Senior

Baa2

A-

Citigroup Inc. (Citicorp)

.09

Senior

Baa2

A-

Citigroup Inc. (Citicorp)

.00

Lower Tier II

Baa3

BBB+

Banobras

379

.37

Senior

Baa1

BBB

BBB+

Deutsche Telekom AG

361

.35

Deutsche Telekom AG

307

.30

Senior

Baa1

BBB+

Deutsche Telekom International Finance

.05

Senior

Baa1

BBB+

Petroleos Mexicanos (Pemex)

358

.35

Pemex Proj FDG Master TR

307

.30

Senior

Baa1

BBB

BBB+

Premex Finance LTD

.05

Senior

Baa1

A-

Sultanate of Oman

358

.35

Senior

—

Koninklijke Ahold NV

352

.34

Koninklijke Ahold NV

337

.33

Senior

Baa3

BBB

Ahold USA Lease

.01

Senior

Baa3

BBB

Nordea Bank AB

345

.33

Nordea Bank AB

263

.25

Tier I

Baa3

BBB+

Nordea Bank Finland

.08

Upper Tier II

Baa2

A-

Nordea Bank AB

.00

Senior

Aa3

AA-

SLM Corp (Sallie Mae)

337

.33

Senior

Ba1

BBB-

BB+

Subtotal

44,936

43.54

Total debt and perpetual securities

103,311

100.00

⁽¹⁾ JGBs or JGB-backed securities

As previously disclosed, we own long-dated debt instruments in support of our long-dated policyholder obligations. Many of our largest global investment holdings are positions that were purchased many years ago and increased in size due to merger and consolidation activity among the issuing entities. In addition, many of our largest holdings are yen-denominated, therefore strengthening of the yen can increase our position in dollars, and weakening of the yen can decrease our position in dollars. Beginning in 2005, we have generally limited our investment exposures to individual issuers to no more than 5% of total adjusted capital (TAC) on a statutory accounting basis, with the exception of obligations of the Japanese and U.S. governments. However, existing investment exposures that exceeded 5% of TAC at the time this guidance was adopted, or exposures that may exceed this threshold from time to time through merger and consolidation activity, are not automatically reduced through sales of the issuers’ securities but rather are reduced over time consistent with our investment policy.

Geographical Exposure

The following table indicates the geographic exposure of our investment portfolio.



	September 30, 2013				December 31, 2012
(In millions)	Amortized Cost		% of Total		Amortized Cost		% of Total
Japan	$	40,671	39.4	%	$	48,598	43.4	%
United States and Canada	29,158		28.2		24,512		22.0
United Kingdom	3,698		3.6		4,025		3.6
Germany	3,303		3.2		3,965		3.5
France	2,277		2.2		2,500		2.2
Peripheral Eurozone	3,616		3.5		4,550		4.1
Portugal	245		.2		272		.3
Italy	2,064		2.0		2,327		2.1
Ireland	439		.4		492		.4
Spain	868		.9		1,459		1.3
Nordic Region	2,804		2.7		3,407		3.0
Sweden	1,194		1.2		1,513		1.3
Norway	683		.7		814		.7
Denmark	459		.4		551		.5
Finland	468		.4		529		.5
Other Europe	3,612		3.5		4,441		3.9
Netherlands	2,021		2.0		2,259		2.0
Switzerland	248		.2		688		.6
Czech Republic	512		.5		577		.5
Austria	340		.3		386		.3
Belgium	280		.3		293		.3
Poland	211		.2		238		.2
Asia excluding Japan	4,622		4.5		5,397		4.8
Africa and Middle East	3,126		3.0		3,611		3.2
Latin America	3,103		3.0		3,381		3.0
Australia	2,747		2.7		2,982		2.7
All Others	574		.5		683		.6
Total debt and perpetual securities	$	103,311	100.0	%	$	112,052	100.0	%

Investments in Certain European Countries

Since 2008, many countries in Europe, and specifically Greece, Ireland, Italy, Portugal, and Spain (collectively the "peripheral Eurozone" countries), have been experiencing a debt crisis. Earlier this year, Cyprus joined the list of European sovereigns requiring official assistance to address that country's banking crisis. Collective action by multiple parties including the European Central Bank (ECB), International Monetary Fund (IMF), European Council, and individual member states' governments has improved market perception of the situation. Although risks ranging from individual country downgrades to dissolution of the entire union appear to have been reduced and recent economic indicators suggest some improvement, overall economic activity remains subdued throughout the region. Because of these factors, European investments generally have a higher level of inherent risk and potential volatility.

The primary factor considered when determining the domicile of investment exposure is the legal domicile of the issuer. However, other factors such as the location of the parent guarantor, the location of the company's headquarters or major business operations (including location of major assets), location of primary market (including location of revenue generation) and specific country risk publicly recognized by rating agencies can influence the assignment of the country (or geographic) risk location. When the issuer is a special financing vehicle or a branch or subsidiary of a global company, then we consider any guarantees and/or legal, regulatory and corporate relationships of the issuer relative to its ultimate parent in determining the proper assignment of country risk.

We had no direct exposure to Greece or Cyprus as of September 30, 2013 and December 31, 2012 . Our direct investment exposures to Ireland, Italy, Portugal and Spain and the related maturities of those investments were as follows:



September 30, 2013
	One to Five Years						Five to Ten Years						After Ten Years						Total
	Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair
(In millions)	Cost			Value			Cost			Value			Cost			Value			Cost			Value
Available-for-sale securities:
Ireland:
Banks/financial institutions		$	0		$	0		$	0		$	0		$	234		$	166		$	234		$	166
Italy:
Public utilities		0			0			0			0			15			16			15			16
Other corporate		0			0			0			0			320			294			320			294
Portugal:
Public utilities		8			8			135			137			102			92			245			237
Spain:
Sovereign		0			0			0			0			68			114			68			114
Banks/financial institutions		35			37			0			0			0			0			35			37
Other corporate		0			0			0			0			202			174			202			174
Held-to-maturity securities:
Ireland:
Banks/financial institutions		0			0			0			0			205			142			205			142
Italy:
Sovereign		0			0			0			0			256			205			256			205
Banks/financial institutions		0			0			0			0			153			119			153			119
Public utilities		0			0			0			0			757			686			757			686
Other corporate		0			0			0			0			563			494			563			494
Spain:
Public utilities		0			0			0			0			358			311			358			311
Other corporate		0			0			0			0			205			200			205			200
Total gross and net funded exposure		$	43		$	45		$	135		$	137		$	3,438		$	3,013		$	3,616		$	3,195



December 31, 2012
	One to Five Years						Five to Ten Years						After Ten Years						Total
	Amortized			Fair			Amortized			Fair			Amortized			Fair			Amortized			Fair
(In millions)	Cost			Value			Cost			Value			Cost			Value			Cost			Value
Available-for-sale securities:
Ireland:
Banks/financial institutions		$	0		$	0		$	0		$	0		$	261		$	183		$	261		$	183
Italy:
Public utilities		0			0			0			0			15			17			15			17
Other corporate		0			0			0			0			360			387			360			387
Portugal:
Public utilities		0			0			156			155			116			100			272			255
Spain:
Sovereign		0			0			0			0			76			91			76			91
Banks/financial institutions		34			36			0			0			64			66			98			102
Public utilities		0			0			0			0			427			420			427			420
Other corporate		0			0			0			0			223			217			223			217
Held-to-maturity securities:
Ireland:
Banks/financial institutions		0			0			0			0			231			197			231			197
Italy:
Sovereign		0			0			0			0			289			263			289			263
Banks/financial institutions		0			0			0			0			173			157			173			157
Public utilities		0			0			0			0			855			845			855			845
Other corporate		0			0			0			0			635			594			635			594
Spain:
Public utilities		0			0			0			0			404			380			404			380
Other corporate		0			0			0			0			231			224			231			224
Total gross and net funded exposure		$	34		$	36		$	156		$	155		$	4,360		$	4,141		$	4,550		$	4,332

We do not have any unfunded exposure in the European countries shown in the preceding table, and we have not entered into any hedges to mitigate credit risk for our funded exposure. The banks and financial institutions investments in Ireland, Italy, Portugal and Spain represented 4% of total investments in the banks and financial institutions sector at September 30, 2013 and December 31, 2012 , and 1% of total investments in debt and perpetual securities at September 30, 2013 and December 31, 2012 .

Ireland

As of September 30, 2013 , our total direct exposure within Ireland consisted of senior unsecured bank obligations. Senior securities issued by the Bank of Ireland with amortized costs and fair values totaling $205 million and $135 million , respectively, were rated below investment grade at Ba2/BB+/BBB by Moody's, S&P and Fitch, respectively. We believe that these unrealized losses were more closely linked to the Irish government's aggressive approach to addressing its debt burden, which included the possibility of imposing losses on senior debt holders of certain non-viable Irish banks. While the political risk of burden-sharing remains, it significantly subsided during the second half of 2011 as the government has shifted its focus to reducing its debt burden. This Irish bank is current on its obligation to us, and we

believe it has the ability to meet its obligations to us. In addition, as of September 30, 2013 , we had the intent to hold this investment to recovery in value. As a result, we did not recognize an other-than-temporary impairment for this investment as of September 30, 2013 . The other senior security holdings in Ireland were issued by DEPFA Bank PLC and had an amortized cost of $ 234 million and fair value of $173 million as of September 30, 2013 . DEPFA is an Irish-domiciled and licensed financial institution that is a wholly owned subsidiary of Hypo Real Estate Holding, a German licensed and regulated financial institution. Due to this ownership by a German parent, DEPFA has not been included in the Republic of Ireland's bank re-structuring and capitalization plan. DEPFA was current on its obligation to us and was rated investment grade at Baa3/BBB/BBB+ by Moody's, S&P and Fitch, respectively, as of September 30, 2013 .

We expect the operating environment will continue to be difficult in 2013 as Ireland ' s government continues utilizing austerity measures to reduce deficits. Meaningful economic growth will be difficult due to the aforementioned austerity measures, weak domestic demand, high unemployment and depressed real estate markets. Further, Ireland remains susceptible to contagion risks from difficulties of other European countries. Although there has been substantial improvement in the political environment and the fiscal outlook has improved recently, Ireland's economic and ratings profile is expected to remain under pressure in the short-term.

Italy

Although Italy remains a country of heightened inherent risk and Moody's, S&P, and Fitch all had downgrade actions for Italy in 2012, as of September 30, 2013 , Italy remained rated investment grade by the three major rating agencies.

As of September 30, 2013 , our total direct exposure within Italy was $2.1 billion , at amortized cost. This exposure comprised $256 million of direct investment in the sovereign of Italy; a senior unsecured bank obligation of $153 million ; and several utility and industrial companies of $772 million and $883 million , respectively. Our total exposure to Italy-based utility companies contained $552 million of securities that have below-investment-grade put options.

We expect the operating environment will continue to be difficult in 2013 as the uncertainty of the recent elections combines with the planned austerity measures to reduce deficits. Meaningful economic growth will be difficult due to the aforementioned austerity measures and a contraction of bank credit. Although there has been substantial improvement, the political environment and the fiscal outlook remain tenuous, and Italy's economic and ratings profile is expected to remain under pressure in the short-term.

Corporate issuers domiciled in Italy will continue to carry sovereign rating risk, but we expect they will continue to meet obligations due to a variety of factors supporting their individual credit profile.

As of September 30, 2013 , all of our Italian exposures were rated investment grade and were current on their obligations to us, and we believe they have the ability to meet their obligations to us.

Portugal

As of September 30, 2013 , our total direct exposure to Portugal was $245 million , at amortized cost. All of this exposure is to two electric utility issuers domiciled in Portugal; Redes Energeticas Nacionas SGPS, S.A. (REN) and Energias de Portugal SA (EDP). Our exposure to REN and EDP was $102 million and $143 million , respectively, at amortized cost. Both of these securities have been rated by external rating agencies and the Company as below investment grade as of September 30, 2013 ; however, they were both current on their obligations to us.

Our holdings domiciled in Portugal will continue to carry sovereign rating risk and could experience ratings pressure and difficulty in accessing capital markets because of that risk. However, we expect they will continue to meet debt obligations as a result of a variety of factors supporting their overall credit profile.

Spain

Although Spain remains a country of heightened inherent risk and Moody's, S&P, and Fitch all had multiple downgrade actions for Spain throughout 2012, as of September 30, 2013 , Spain remained rated investment grade by the three major rating agencies.

We expect the operating environment will continue to be difficult in 2013 as Spain's government implements austerity measures to reduce deficits at both the federal and regional levels. In addition, economic growth will be pressured due to the aforementioned austerity measures and a contraction of bank credit. Greater uncertainty over their fiscal profiles has made it difficult for the regional governments in Spain to obtain reasonable financing for existing and new debt facilities.

Therefore, Spain's and its regional governments' economic and ratings profile are expected to remain under pressure for the forseeable future.

As of September 30, 2013 , our total direct exposure to Spain was $868 million , at amortized cost. This exposure comprised $68 million for an investment in a sub-sovereign (i.e. regional government) issuer; one Lower Tier II obligation of $35 million ; and Spain-domiciled utilities and industrials of $358 million and $407 million , respectively.

Concerns about Spain's sovereign's fiscal and economic condition has led to an increase in its overall cost of funding. The increase in funding costs as well as concerns about fiscal and economic conditions also have had a negative impact on the Spanish sub-sovereigns' cost of funding and made access to credit almost impossible for them. We recognized an other-than-temporary impairment of $144 million on our Spanish sub-sovereign investment in Generalitat de Catalunya in the second quarter of 2012. As of September 30, 2013 , our investment of $68 million , at amortized cost, in Generalitat de Catalunya was rated Ba3/BB/BBB- by Moody's, S&P, and Fitch, respectively, and we have classified this investment as below investment grade.

In the second quarter of 2013, we sold our below-investment grade Spanish senior unsecured bank investment issued by Bankia SA (Bancaja Emisiones SA Unipersonal), which had an amortized cost of $59 million at March 31, 2013, and realized a gain of $35 million on the sale.

Our holdings, especially utilities, domiciled in Spain will continue to carry sovereign rating risk and could experience ratings pressure and difficulty in accessing capital markets because of the risk. However, we expect they will continue to meet our debt obligations as a result of a variety of factors supporting their overall credit profile.

As of September 30, 2013 , with the exception of the securities discussed above, the remaining securities of our Spain-domiciled exposures were rated investment grade and were current on their obligations to us , and we believe they have the ability to meet their obligations to us.

European sovereign debt crisis - monitoring and mitigating exposure

During most of 2011, we saw the European sovereign crisis persist and escalate. Throughout 2012 and continuing into 2013, our internal team of experienced credit professionals continued to monitor the impact of the crisis on our individual investment holdings' overall credit quality. Our analysis includes factors beyond a baseline assessment of a company's assets, operations, financial statements, and credit metrics that may provide support for the instruments we own. Specifically, for our investments in European banks and financial institutions, we monitor the importance of the issuer to its local financial system, the likelihood of government support, and our investment's position in the capital structure of the issuer. For our investments in European utilities, we monitor the role of the issuer in its local economy as a provider of necessary infrastructure, and we monitor the value of the underlying assets owned by the issuer. For our investment in European corporates, industrials, and other commercial entities, we monitor the general credit quality of the issuer, the geographical mix of the issuer's customers (i.e. domestic vs. foreign), the geographical breakdown of the issuer's assets (i.e. domestic versus foreign), the value of the underlying assets owned by the issuer, capitalization of the issuer, and overall profitability and cash generation ability of the issuer. We monitor NRSRO actions and the likely actions for our investment exposures, as well as overall market conditions. By performing these analyses, we make a determination on the probability of timely payment of principal and interest of the issuers of our investments.

Some of our peripheral Eurozone fixed income investment contain covenants that we believe mitigate our risk to the issuer. These covenants could include put options that allow us to put our holdings at a predetermined price, usually par, should the issuer be downgraded to below investment grade by a rating agency, plus restrictions on the ability to incur additional debt, sell assets, or provide collateral for indebtedness.

Apart from our direct investments in peripheral Eurozone sovereign debt, our other exposures as of September 30, 2013 to the European sovereign debt crisis were investments in peripheral Eurozone banks and financial institutions of $627 million , peripheral Eurozone non-banks (excluding sovereigns) of $2.7 billion , core Eurozone ¹ banks and financial institutions of $2.8 billion , core Eurozone non-banks (excluding sovereigns) of $5.3 billion , core Eurozone sovereigns of $599 million , and non-Eurozone ² holdings throughout the balance of Europe of $7.0 billion , all at amortized cost. Other exposures to the European sovereign debt crisis that are not possible to measure include the impact of slower economic activity throughout Europe and its impact on global economic growth and market disruption including illiquidity and impaired valuations due to heightened concerns and lack of investor confidence.

Given the severity of the crisis in Europe and the potential lasting impact, we are monitoring the situation closely. Among the areas that we believe warrant continued attention include the heightened interrelationship between political,

monetary, fiscal, and economic forces; the possibility of continued contagion to additional sovereigns and other entities; further stress on the banking systems throughout the region; and the impact on the underlying economic fundamentals throughout the Euro region. See the following discussion regarding steps that management has taken in the past couple years to reduce our investment exposure to Europe.

Derisking

During the past couple years, we have had a general strategy of reducing the overall risk profile of our investment portfolio. During the first quarter of 2013, we reduced our exposure to European Tier I securities through a tender of our investment in UniCredit Bank AG (HVB Funding Trust I, III, & VI) which had an amortized cost of $257 million at December 31, 2012. During the second quarter of 2013, we reduced our exposure to peripheral Eurozone countries through the sale of our investment in Bankia SA, a below-investment-grade Spanish bank security which had an amortized cost of $59 million at March 31, 2013. Also during the second quarter of 2013, we reduced our exposure to non-Eurozone European countries through the sale of an investment in SEB AB, a bank perpetual security which had an amortized cost of $159 million at March 31, 2013. Our efforts in 2011 and 2012 were largely focused on reducing our exposure to European issuers and to banks and financial institutions. As a result of these derisking activities, we have significantly reduced our exposure to these areas. At the start of 2008, sovereign and financial investments in peripheral Eurozone countries of $3.3 billion comprised 5.9% of total investments and cash, declining to $951 million , or .9% of total investments and cash, by the end of the third quarter of 2013 . At the start of 2008, investments in perpetual securities of $8.3 billion comprised 14.7% of total investments and cash, declining to $3.3 billion , or 3.1% of total investments and cash, by the end of the third quarter of 2013 . As a result of these portfolio activities, we have dramatically reduced the impact to our portfolio from the European financial crisis. We will continue to be vigilant in monitoring our holdings and evaluating opportunities that may arise to further and appropriately reduce, reposition, and manage the risks in our portfolio.

Securities by Type of Issuance

We have investments in both publicly and privately issued securities. Our ability to sell either type of security is a function of overall market liquidity which is impacted by, among other things, the amount of outstanding securities of a particular issuer or issuance, trading history of the issue or issuer, overall market conditions, and idiosyncratic events affecting the specific issue or issuer.

¹ Core Eurozone includes Germany, France, Netherlands, Austria, Belgium and Finland.

² Non-Eurozone Europe includes the United Kingdom, Switzerland, Sweden, Norway, Denmark, Czech Republic and Poland.

The following table details investment securities by type of issuance.

Investment Securities by Type of Issuance



		September 30, 2013						December 31, 2012
(In millions)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Publicly issued securities:
Fixed maturities		$	65,917		$	67,537		$	67,116		$	70,026
Perpetual securities		128			146			128			146
Equity securities		10			14			11			13
Total publicly issued		66,055			67,697			67,255			70,185
Privately issued securities:
Fixed maturities		34,101			34,142			40,723			42,068
Perpetual securities		3,165			2,795			4,085			4,156
Equity securities		8			8			9			10
Total privately issued		37,274			36,945			44,817			46,234
Total investment securities		$	103,329		$	104,642		$	112,072		$	116,419

The following table details our privately issued investment securities.

Privately Issued Securities



(Amortized cost, in millions)	September 30, 2013				December 31, 2012
Privately issued securities as a percentage of total debt and perpetual securities		36.1		%		40.0		%
Privately issued securities held by Aflac Japan		$	34,379			$	41,624
Privately issued securities held by Aflac Japan as a percentage of total debt and perpetual securities		33.3		%		37.1		%

Reverse-Dual Currency Securities ⁽¹⁾



(Amortized cost, in millions)	September 30, 2013				December 31, 2012
Privately issued reverse-dual currency securities		$	7,740			$	9,916
Publicly issued collateral structured as reverse-dual currency securities		2,622				2,781
Total reverse-dual currency securities		$	10,362			$	12,697
Reverse-dual currency securities as a percentage of total debt and perpetual securities		10.0		%		11.3		%

⁽¹⁾ Principal payments in yen and interest payments in dollars

Aflac Japan has invested in privately issued securities to better match liability characteristics and secure higher yields than those available on Japanese government or other public corporate bonds. Aflac Japan’s investments in yen-denominated privately issued securities consist primarily of non-Japanese issuers and have longer maturities, thereby allowing us to improve our asset/liability matching and our overall investment returns. Most of our privately issued securities were issued under medium-term note programs and have standard documentation commensurate with credit ratings of the issuer, except when internal credit analysis indicates that additional protective and/or event-risk covenants were required.

Below-Investment-Grade and Split-Rated Securities

The below-investment-grade securities shown in the following table were investment grade at the time of purchase and were subsequently downgraded.

Below-Investment-Grade Securities ⁽¹⁾



	September 30, 2013									December 31, 2012
(In millions)	Par Value		Amortized Cost		Fair Value		Unrealized Gain (Loss)			Par Value		Amortized Cost		Fair Value		Unrealized Gain(Loss)
Israel Electric Corporation Limited	$	706	$	662	$	626	$	(36	)	$	797	$	748	$	716	$	(32	)
Republic of Tunisia	481		297		306		9			739		496		496		0
Investcorp Capital Limited	428		429		334		(95		)	477		477		418		(59		)
Commerzbank AG (includes Dresdner Bank)	409		263		316		53			462		297		394		97
SLM Corp (Sallie Mae)	337		337		215		(122		)	*		*		*		*
Lloyds Banking Group PLC	327		295		348		53			328		292		351		59
UPM-Kymmene	317		317		232		(85		)	358		358		263		(95		)
Societe Generale ⁽²⁾	256		255		203		(52		)	289		288		302		14
Bank of Ireland	205		205		135		(70		)	231		231		153		(78		)
Generalitat de Catalunya	184		68		114		46			208		76		91		15
Tokyo Electric Power Co., Inc.	176		177		180		3			199		201		203		2
Energias de Portugal SA (EDP)	145		143		146		3			158		156		155		(1		)
IKB Deutsche Industriebank AG	133		60		61		1			150		78		96		18
Redes Energeticas Nacionais SGPS,S.A. (REN)	102		102		92		(10		)	116		116		100		(16		)
Finance For Danish Industry (FIH)	102		50		50		0			116		90		100		10
Barclays Bank PLC ⁽²⁾	65		48		60		12			65		48		62		14
Sparebanken Vest ⁽²⁾	60		60		51		(9		)	60		60		60		0
Unicredit Bank AG (HVB Funding Trust I, III, & VI)	0		0		0		0			341		257		257		0
CSAV (Tollo Shipping Co. S.A.)	0		0		0		0			277		117		145		28
Bankia SA (Bancaja Emisiones SA Unipersonal)	0		0		0		0			173		64		66		2
Other Issuers (below $50 million in par value) ⁽³⁾	384		377		367		(10		)	448		419		429		10
Total	$	4,817	$	4,145	$	3,836	$	(309	)	$	5,992	$	4,869	$	4,857	$	(12	)

* Investment grade at respective reporting date

⁽¹⁾ Does not include senior secured bank loans in an externally managed portfolio that were below investment grade when initially purchased

⁽²⁾ Includes perpetual security

⁽³⁾ Includes 15 issuers in 2013 and 14 issuers in 2012

In 2011, we initiated a limited program to invest in senior secured bank loans to U.S. and Canadian corporate borrowers, most of which have below-investment-grade ratings. The program is managed externally by third party firms specializing in this asset class. This mandate requires a minimum average credit quality of BB-/Ba3, prohibits loans rated below B/B2, and prohibits exposure to any individual credit greater than 3% of the program’s assets. The objectives of this program include enhancing the yield on invested assets, achieving further diversification of credit risk, and mitigating the risk of rising interest rates through the acquisition of floating rate assets. Our investments in this program totaled $494 million at September 30, 2013 , compared with $414 million at December 31, 2012 , on an amortized cost basis.

Excluding the senior secured bank loans discussed above that were rated below investment grade when initially purchased, below-investment-grade debt and perpetual securities represented 4.0% of total debt and perpetual securities at September 30, 2013 , compared with 4.3% at December 31, 2012 , on an amortized cost basis. Debt and perpetual securities classified as below investment grade at September 30, 2013 and December 31, 2012 were generally reported as available for sale and carried at fair value.

Occasionally, a debt or perpetual security will be split rated. This occurs when one rating agency rates the security as investment grade while another rating agency rates the same security as below investment grade. As of the first quarter of 2012, our policy has been to utilize the second lowest rating designation assigned to the security, which in this case where there are only two ratings - one investment grade and one below investment grade - would result in the security being rated as below investment grade. In the event that the second lowest rating designation from the major credit rating agencies (Moody's, S&P and Fitch) is investment grade, our policies do not preclude us from assigning a below-investment-grade rating if our own internal analysis shows a credit deterioration has occurred and our assessment results in a rating below that which is assigned by such agencies. Our review in those cases includes evaluating the issuer’s credit position as well as current market pricing and other factors, such as the issuer’s or security’s inclusion on a credit rating downgrade watch list. Split-rated securities, excluding the senior secured bank loan investments discussed above, totaled $3.0 billion as of September 30, 2013 , compared with $3.8 billion as of December 31, 2012 , and represented 2.9% of total debt and perpetual securities, at amortized cost, at September 30, 2013 , compared with 3.4% at December 31, 2012 . The 10 largest split-rated securities as of September 30, 2013 , were as follows:



Split-Rated Securities
(In millions)	Amortized Cost			Investment-Grade Status
Israel Electric Corporation Limited		$	662	Below Investment Grade
SLM Corp. (Sallie Mae)		337		Below Investment Grade
Lloyds Banking Group PLC		295		Below Investment Grade
Societe Generale ⁽¹⁾		255		Below Investment Grade
Bank of Ireland		205		Below Investment Grade
Barclays Bank PLC ⁽¹⁾⁽²⁾		174		Below Investment Grade/ Investment Grade
Deutsche Bank Capital Trust II & Capital Funding Trust I ⁽¹⁾		164		Investment Grade
Transnet Ltd.		153		Investment Grade
Energias de Portugal SA (EDP)		143		Below Investment Grade
Goldman Sachs Capital I		120		Investment Grade

⁽¹⁾ Perpetual security

⁽²⁾ Barclays is listed as "Below Investment Grade (BIG)/ Investment Grade (IG)" since the Upper Tier II holdings ($126 million amortized cost) are IG and the Tier I holdings ($48 million amortized cost) are BIG

For the interest rate, foreign currency, and credit default swaps associated with our VIE investments for which we are the primary beneficiary, we bear the risk of foreign exchange or interest rate loss due to counterparty default even though we are not a direct counterparty to those contracts. We are a direct counterparty to the interest rate and foreign currency swaps that we have on certain of our senior notes, subordinated debentures, and Samurai notes; foreign currency forwards; and foreign currency options, therefore we are exposed to credit risk in the event of nonperformance by the counterparties in those contracts. The risk of counterparty default for our VIE and senior note and subordinated debenture swaps is mitigated by collateral posting requirements the counterparty must meet. The counterparty risk associated with the foreign currency forwards and foreign currency options is the risk that at expiry of the contract, the counterparty is unable to deliver the agreed upon amount of yen at the agreed upon price or delivery date, thus exposing the Company to additional unhedged exposure to U.S. dollars in the Aflac Japan investment portfolio. See Note 4 of the Notes to the Consolidated Financial Statements for more information.

Other-than-temporary Impairment

See Note 3 of the Notes to the Consolidated Financial Statements for a discussion of our impairment policy.

Unrealized Investment Gains and Losses

The following table provides details on amortized cost, fair value and unrealized gains and losses for our investments in debt and perpetual securities by investment-grade status as of September 30, 2013 .



(In millions)	Total Amortized Cost			Total Fair Value			Percentage of Total Fair Value			Gross Unrealized Gains			Gross Unrealized Losses
Available-for-sale securities:
Investment-grade securities		$	55,085		$	55,552		53.1	%		$	2,650		$	2,183
Below-investment-grade securities		4,619			4,312			4.1			212			519
Held-to-maturity securities:
Investment-grade securities		43,607			44,756			42.8			2,102			953
Total		$	103,311		$	104,620		100.0	%		$	4,964		$	3,655

The following table presents an aging of debt and perpetual securities in an unrealized loss position as of September 30, 2013 .

Aging of Unrealized Losses



(In millions)	Total Amortized Cost		Total Unrealized Loss		Less than Six Months				Six Months to Less than 12 Months				12 Months or Longer
					Less than Six Months				Six Months to Less than 12 Months				12 Months or Longer
					Amortized Cost		Unrealized Loss		Amortized Cost		Unrealized Loss		Amortized Cost		Unrealized Loss
Available-for-sale securities:
Investment-grade securities	$	24,843	$	2,183	$	15,601	$	984	$	7,460	$	864	$	1,782	$	335
Below- investment-grade securities	2,528		519		275		11		683		101		1,570		407
Held-to-maturity securities:
Investment-grade securities	10,262		953		1,111		30		4,430		329		4,721		594
Total	$	37,633	$	3,655	$	16,987	$	1,025	$	12,573	$	1,294	$	8,073	$	1,336

The following table presents a distribution of unrealized losses on debt and perpetual securities by magnitude as of September 30, 2013 .

Percentage Decline From Amortized Cost



(In millions)	Total Amortized Cost		Total Unrealized Loss		Less than 20%				20% to 50%				Greater than 50%
(In millions)	Total Amortized Cost		Total Unrealized Loss		Amortized Cost		Unrealized Loss		Amortized Cost		Unrealized Loss		Amortized Cost		Unrealized Loss
Available-for-sale securities:
Investment-grade securities	$	24,843	$	2,183	$	23,120	$	1,724	$	1,723	$	459	$	0	$	0
Below- investment-grade securities	2,528		519		1,174		111		1,354		408		0		0
Held-to-maturity securities:
Investment-grade securities	10,262		953		8,891		629		1,371		324		0		0
Total	$	37,633	$	3,655	$	33,185	$	2,464	$	4,448	$	1,191	$	0	$	0

The following table presents the 10 largest unrealized loss positions in our portfolio as of September 30, 2013 .



(In millions)	Credit Rating		Amortized Cost			Fair Value			Unrealized Loss
SLM Corp (Sallie Mae)		BB		$	337		$	215		$	(122	)
Investcorp Capital Limited		BB		429			334			(95		)
UPM-Kymmene		BB		317			232			(85		)
AXA ⁽¹⁾		BBB		327			252			(75		)
Kommunal Landspankasse (KLP) ⁽¹⁾		BBB		251			179			(72		)
Bank of Ireland		BB		205			135			(70		)
Telecom Italia SpA		BBB		409			342			(67		)
KLM Royal Dutch Airlines ⁽¹⁾		BBB		274			209			(65		)
DEPFA Bank PLC		BBB		234			173			(61		)
Bank of America Corp		A		460			402			(58		)

⁽¹⁾ Includes perpetual security

Declines in fair value noted above were impacted by changes in interest rates and credit spreads, yen/dollar exchange rates, and issuer credit status. However, we currently believe it would be inappropriate to recognize impairment charges because we believe the changes in fair value are temporary. See the Market Risks of Financial Instruments - Credit Risk subsection of this MD&A for a discussion of unrealized losses related to Ireland, and see the Unrealized Investment Gains and Losses section in Note 3 of the Notes to the Consolidated Financial Statements for further discussions of unrealized losses related to financial institutions, including perpetual securities, and other corporate investments.

Investment Valuation and Cash

We estimate the fair values of our securities available for sale on a monthly basis. We monitor the estimated fair values obtained from our custodian, pricing vendors and brokers for consistency from month to month, while considering current market conditions. We also periodically discuss with our custodian and pricing brokers and vendors the pricing techniques they use to monitor the consistency of their approach and periodically assess the appropriateness of the valuation level assigned to the values obtained from them. If a fair value appears unreasonable, we will re-examine the inputs and assess the reasonableness of the pricing data with the vendor. Additionally, we may compare the inputs to relevant market indices and other performance measurements. The output of this analysis is presented to the Company's Valuations and Classifications Subcommittee, or VCS. Based on the analysis provided to the VCS, the valuation is confirmed or may be revised if there is evidence of a more appropriate estimate of fair value based on available market data. With the implementation in the first quarter of 2013 of the pricing change associated with privately issued securities as previously discussed, we have performed verification of the inputs and calculations in the models to confirm that the valuations represent reasonable estimates of fair value.

Cash and cash equivalents totaled $2.7 billion , or 2.6% of total investments and cash, as of September 30, 2013 , compared with $2.0 billion , or 1.7% , at December 31, 2012 . For a discussion of the factors affecting our cash balance, see the Operating Activities, Investing Activities and Financing Activities subsections of this MD&A.

For additional information concerning our investments, see Notes 3, 4, and 5 of the Notes to the Consolidated Financial Statements.

Deferred Policy Acquisition Costs

The following table presents deferred policy acquisition costs by segment.



(In millions)	September 30, 2013			December 31, 2012			% Change
Aflac Japan		$	6,234		$	6,801		(8.3	)%	⁽¹⁾
Aflac U.S.		2,939			2,857			2.9
Total		$	9,173		$	9,658		(5.0	)%

⁽¹⁾ Aflac Japan’s deferred policy acquisition costs increased 3.5% in yen during the nine months ended September 30, 2013 .

See Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 for a discussion of changes to the accounting policy for DAC which was effective January 1, 2012.

Policy Liabilities

The following table presents policy liabilities by segment.



(In millions)	September 30, 2013			December 31, 2012			% Change
Aflac Japan		$	85,020		$	89,183		(4.7	)%	⁽¹⁾
Aflac U.S.		8,915			8,534			4.5
Other		2			3			(33.3	)
Total		$	93,937		$	97,720		(3.9	)%

⁽¹⁾ Aflac Japan’s policy liabilities increased 7.6% in yen during the nine months ended September 30, 2013 .

Notes Payable

Notes payable totaled $5.0 billion at September 30, 2013 , compared with $4.4 billion at December 31, 2012 . The ratio of adjusted debt to total capitalization was 23.1% as of September 30, 2013 , compared with 23.4% as of December 31, 2012 . Adjusted debt is the sum of gross notes payable, less 50% of our subordinated debentures and the portion of our senior notes designated as pre-funding of our 2014 maturities. Total capitalization is the sum of adjusted debt plus shareholders' equity, excluding the unrealized gains and losses on investment securities and derivatives. See Note 7 of the accompanying Notes to the Consolidated Financial Statements for additional information on our notes payable.

Benefit Plans

Aflac Japan and Aflac U.S. have various benefit plans. For additional information on our Japanese and U.S. plans, see Note 10 of the accompanying Notes to the Consolidated Financial Statements and Note 13 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

Policyholder Protection Corporation

The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. Legislation enacted regarding the framework of the Life Insurance Policyholder Protection Corporation (LIPPC) included government fiscal measures supporting the LIPPC. On December 27, 2011, Japan's FSA announced the plans to enhance the stability of the LIPPC by extending the government's fiscal support of the LIPPC through March 2017. Accordingly, the FSA submitted legislation to the Diet on January 27, 2012 to extend the government's fiscal support framework, and the legislation was approved on March 30, 2012.

Hedging Activities

Net Investment Hedge

Our primary exposure to be hedged is our investment in Aflac Japan, which is affected by changes in the yen/dollar exchange rate. To mitigate this exposure, we have taken the following courses of action. First, Aflac Japan maintains certain dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. The foreign exchange gains and losses related to this portfolio are taxable in Japan and the U.S. when the securities mature or are sold. Until maturity or sale, deferred tax expense or benefit associated with the foreign exchange gains or losses are recognized in other comprehensive income. Second, we have designated the majority of the Parent Company’s yen-denominated liabilities (Samurai and Uridashi notes and yen-denominated loans) as non-derivative hedging instruments and certain foreign currency swaps, forwards and options as derivative hedges of our net investment in Aflac Japan. At the beginning of each quarter, we make our net investment hedge designation. If the total of the designated Parent Company non-derivative and derivatives notional is equal to or less than our net investment in Aflac Japan, the hedge is deemed to be effective, and the exchange effect on the yen-denominated liabilities and the change in estimated fair value of the derivatives are reported in the unrealized foreign currency component of other comprehensive income. We estimate that if the designated net investment hedge positions exceeded our net investment in Aflac Japan by 10 billion yen, we would report a foreign exchange gain/loss of approximately $1 million for every 1% yen weakening/strengthening in the end-of-period yen/dollar exchange rate. Our net investment hedge was effective during the three- and nine -month periods ended September 30, 2013 and 2012 , respectively.

The yen net asset figure calculated for hedging purposes differs from the yen-denominated net asset position as discussed in the Currency Risk subsection of MD&A. As disclosed in that subsection, the consolidation of the underlying assets in certain VIEs requires that we derecognize our yen-denominated investment in the VIE and recognize the underlying U.S. dollar-denominated fixed-maturity or perpetual securities and cross-currency swaps. While these U.S. dollar investments will create foreign currency fluctuations, the combination of the U.S. dollar-denominated investment and the cross-currency swap economically creates a yen-denominated investment that qualifies for inclusion as a component of our investment in Aflac Japan. Similarly, the combination of the U.S. corporate bonds and the foreign currency forwards that we have entered into, as discussed in the Aflac Japan Investment subsection of MD&A, economically creates a yen-denominated investment that qualifies for inclusion as a component of our investment in Aflac Japan.

The dollar values of our yen-denominated net assets, including economic yen-denominated investments for net investment hedging purposes as discussed above, are summarized as follows (translated at end-of-period exchange rates):



(In millions)	September 30, 2013				December 31, 2012
Aflac Japan net assets		$	11,982			$	13,580
Aflac Japan dollar-denominated net assets		(7,466		)		(8,317		)
Consolidated yen-denominated net assets (liabilities)		$	4,516			$	5,263

For the hedge of our net investment in Aflac Japan, we have designated certain of the Parent Company's yen-denominated liabilities, foreign currency forwards, options, and swaps as a hedge of our net investment in Aflac Japan. Our consolidated yen-denominated net assets position was partially hedged at $2,941 million as of September 30, 2013 and partially hedged at $850 million as of December 31, 2012 .

Cash Flow Hedges

We have freestanding derivative instruments related to our consolidated VIE investments that are reported in the consolidated balance sheet at fair value within other assets and other liabilities. As of September 30, 2013 , two of the freestanding swaps that are used within VIEs to hedge the risk arising from changes in foreign currency exchange rates qualified for hedge accounting.

We have an interest rate swap agreement related to the 5.5 billion yen variable interest rate Samurai notes that we issued in July 2011. By entering into this contract, we swapped the variable interest rate to a fixed interest rate of 1.475%. We have designated this interest rate swap as a hedge of the variability in our interest cash flows associated with the variable interest rate Samurai notes. This hedge was effective during the three- and nine -month periods ended September 30, 2013 and 2012 , respectively.

Fair Value Hedges

In the third quarter of 2012, we began entering into foreign currency forwards to mitigate the foreign exchange risk associated with new investments in U.S. dollar-denominated fixed-maturities that support yen-denominated liabilities within our Aflac Japan segment.

In the third quarter of 2013, we began entering into interest rate swaptions to mitigate the interest rate risk associated with our U.S. dollar-denominated fixed-maturities that support yen-denominated liabilities within our Aflac Japan segment.

See Note 4 of the Notes to the Consolidated Financial Statements for additional information on our hedging activities.

Off-Balance Sheet Arrangements

As of September 30, 2013 , we had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations. See Note 14 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 , for information on material unconditional purchase obligations that are not recorded on our balance sheet.

CAPITAL RESOURCES AND LIQUIDITY

Aflac provides the primary sources of liquidity to the Parent Company through dividends and management fees. The following table presents the amounts provided for the nine -month periods ending September 30 .

Liquidity Provided by Aflac to Parent Company



(In millions)	2013		2012
Dividends declared or paid by Aflac	$	691	$	0
Management fees paid by Aflac	222		188

The primary uses of cash by the Parent Company are shareholder dividends, the repurchase of its common stock and interest on its outstanding indebtedness. The Parent Company’s sources and uses of cash are reasonably predictable and are not expected to change materially in the future. For additional information, see the Financing Activities subsection of this MD&A.

The Parent Company also accesses debt security markets to provide additional sources of capital. We filed a shelf registration statement with the SEC in May 2012 which enables us to issue an indefinite amount of senior and subordinated debt, in one or more series, from time to time until May 2015. In June 2013, the Parent Company issued $700 million of senior notes under this registration statement. In December 2011, we filed a shelf registration statement with Japanese regulatory authorities that allows us to issue up to 100 billion yen of yen-denominated Samurai notes in Japan through January 2014. If issued, these yen-denominated Samurai notes would not be available to U.S. persons. We believe outside sources for additional debt and equity capital, if needed, will continue to be available. For additional information, see Note 7 of the Notes to the Consolidated Financial Statements.

The principal sources of cash for our insurance operations are premiums and investment income. The primary uses of cash by our insurance operations are investments, policy claims, commissions, operating expenses, income taxes and payments to the Parent Company for management fees and dividends. Both the sources and uses of cash are reasonably predictable.

When making an investment decision, our first consideration is based on product needs. Our investment objectives provide for liquidity through the purchase of investment-grade debt securities. These objectives also take into account duration matching, and because of the long-term nature of our business, we have adequate time to react to changing cash flow needs.

As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments. We expect our future cash flows from premiums and our investment portfolio to be sufficient to meet our cash needs for benefits and expenses.

In June 2012 , the Parent Company and Aflac entered into a 364 -day senior unsecured revolving credit facility agreement in the amount of 50 billion yen with a syndicate of financial institutions. This credit agreement provided for borrowings in Japanese yen or the equivalent of Japanese yen in U.S. dollars on a revolving basis. Borrowings would have born interest at LIBOR plus the applicable margin of 1.025% . We terminated this agreement in March 2013, and the Parent Company and Aflac entered into a new five-year senior unsecured revolving credit facility agreement with a syndicate of financial institutions in the amount of 50 billion yen. This credit agreement provides for borrowings in Japanese yen or the equivalent of Japanese yen in U.S. dollars on a revolving basis. Borrowings will bear interest at LIBOR plus the applicable margin of 1.125% . In addition, the Parent Company and Aflac are required to pay a facility fee of .125% on the commitments. Borrowings under the credit agreement may be used for general corporate purposes, including a capital contingency plan for our Japanese operations. Borrowings under the financing agreement mature at the termination date of the credit agreement. The agreement requires compliance with certain financial covenants on a quarterly basis. This credit agreement will expire on the earlier of (a) March 29, 2018, or (b) the date of termination of the commitments upon an event of default as defined in the agreement. As of September 30, 2013 , we did not have any borrowings outstanding under our 50 billion yen revolving credit agreement.

Our financial statements convey our financing arrangements during the periods presented. We have not engaged in material intra-period short-term financings during the periods presented that are not otherwise reported in our balance sheet. We were in compliance with all of the covenants of our notes payable at September 30, 2013 . We have not entered into transactions involving the transfer of financial assets with an obligation to repurchase financial assets that have been accounted for as a sale under applicable accounting standards, including securities lending transactions. See Note 3 of the Notes to the Consolidated Financial Statements and Note 1 of the Notes to the Consolidated Financial Statements in

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our annual report to shareholders for the year ended December 31, 2012 , for more information on our securities lending activity. We do not have a known trend, demand, commitment, event or uncertainty that would reasonably result in our liquidity increasing or decreasing by a material amount. Our cash and cash equivalents include unrestricted cash on hand, money market instruments, and other debt instruments with a maturity of 90 days or less when purchased, all of which has minimal market, settlement or other risk exposure.

Consolidated Cash Flows

We translate cash flows for Aflac Japan’s yen-denominated items into U.S. dollars using weighted-average exchange rates. In periods when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported.

The following table summarizes consolidated cash flows by activity for the nine -month periods ended September 30 .



(In millions)	2013			2012
Operating activities	$	7,159		$	11,451
Investing activities	(7,521		)	(12,499		)
Financing activities	1,133			1,781
Exchange effect on cash and cash equivalents	(63		)	3
Net change in cash and cash equivalents	$	708		$	736

Operating Activities

The following table summarizes operating cash flows by source for the nine -month periods ended September 30 .



(In millions)	2013		2012
Aflac Japan	$	6,328	$	10,747
Aflac U.S. and other operations	831		704
Total	$	7,159	$	11,451

Investing Activities

Operating cash flow is primarily used to purchase debt securities to meet future policy obligations. The following table summarizes investing cash flows by source for the nine -month periods ended September 30 .



(In millions)	2013			2012
Aflac Japan	$	(6,652	)	$	(11,749	)
Aflac U.S. and other operations	(869		)	(750		)
Total	$	(7,521	)	$	(12,499	)

Prudent portfolio management dictates that we attempt to match the duration of our assets with the duration of our liabilities. Currently, when our fixed-maturity securities and perpetual securities mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of our business and our strong cash flows provide us with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. When market opportunities arise, we dispose of selected fixed maturities and perpetual securities that are available for sale to improve the duration matching of our assets and liabilities, improve future investment yields, and/or re-balance our portfolio. As a result, dispositions before maturity can vary significantly from year to year. Dispositions before maturity were approximately 16% of the year-to-date average investment portfolio of fixed maturities and perpetual securities available for sale during the nine -month period ended September 30, 2013 , compared with 12% during the nine-month period ended September 30, 2012.

Financing Activities

Consolidated cash provided by financing activities was $1.1 billion in the first nine months of 2013 , compared with consolidated cash provided by financing activities of $1.8 billion for the same period of 2012 . In June 2013, the Parent Company issued $700 million of senior notes through a U.S. public debt offering. The Parent Company intends to use the net proceeds from the offering to repay, redeem or repurchase, in whole or in part, one or more of the Company's (i) 28.7 billion yen fixed interest rate Samurai notes due July 2014, (ii) 5.5 billion yen variable interest rate Samurai notes due July 2014, and (iii) $300 million senior notes due August 2015. The balance of the net proceeds is expected to be used for general corporate purposes, including capital contributions to subsidiaries, if needed. For information regarding the debt

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issuances in 2012, see Note 8 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2012 .

Cash returned to shareholders through dividends and treasury stock purchases was $779 million during the nine -month period ended September 30, 2013 , compared with $445 million returned through dividends during the nine -month period ended September 30, 2012 .

See our preceding discussion in this Capital Resources and Liquidity section of MD&A regarding the five-year senior unsecured revolving credit facility agreement entered into by the Parent Company and Aflac in March 2013 in the amount of 50 billion yen. As of September 30, 2013 , no borrowings were outstanding under our 50 billion yen revolving credit agreement.

We were in compliance with all of the covenants of our notes payable and line of credit at September 30, 2013 .

The following tables present a summary of treasury stock activity during the nine -month periods ended September 30 .

Treasury Stock Purchased



(In millions of dollars and thousands of shares)	2013		2012
Treasury stock purchases	$	307	$	13
Number of shares purchased:
Open market	5,571		0
Other	163		270
Total shares purchased	5,734		270

Treasury Stock Issued



(In millions of dollars and thousands of shares)	2013		2012
Stock issued from treasury:
Cash financing	$	59	$	19
Noncash financing	51		46
Total stock issued from treasury	$	110	$	65
Number of shares issued	2,404		1,527

During the first nine months of 2013 , we repurchased 5.6 million shares of our common stock for $298 million as part of our share repurchase program. As of September 30, 2013 , a remaining balance of 16.9 million shares of our common stock was available for purchase under a share repurchase authorization by our board of directors in 2008. For the full year of 2013 , we had initially expected share repurchase to be in the range of $400 to $600 million. We now anticipate purchasing $800 million of our shares this year. Previously, we had communicated 2014 share repurchase to be in the range of $600 to $900 million for the year. We now anticipate 2014 share repurchase to be in the range of $800 million to $1 billion.

Cash dividends paid to shareholders were $.35 per share in the third quarter of 2013 , compared with $.33 per share in the third quarter of 2012 . The following table presents the dividend activity for the nine -month periods ended September 30 .



(In millions)	2013		2012
Dividends paid in cash	$	472	$	445
Dividends through issuance of treasury shares	18		19
Total dividends to shareholders	$	490	$	464

In October 2013, the board of directors declared the fourth quarter cash dividend of $ .37 per share, an increase of 5.7% compared with the same period in 2012. The dividend is payable on December 2, 2013, to shareholders of record at the close of business on November 20, 2013.

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Regulatory Restrictions

Aflac is domiciled in Nebraska and is subject to its regulations. A life insurance company’s statutory capital and surplus is determined according to rules prescribed by the NAIC, as modified by the insurance department in the insurance company’s state of domicile. Statutory accounting rules are different from GAAP and are intended to emphasize policyholder protection and company solvency. The continued long-term growth of our business may require increases in the statutory capital and surplus of our insurance operations. Aflac’s insurance operations may secure additional statutory capital through various sources, such as internally generated statutory earnings or equity contributions by the Parent Company from funds generated through debt or equity offerings. The NAIC’s risk-based capital (RBC) formula is used by insurance regulators to help identify inadequately capitalized insurance companies. The RBC formula quantifies insurance risk, business risk, asset risk and interest rate risk by weighing the types and mixtures of risks inherent in the insurer’s operations. We estimate that Aflac’s company action level RBC ratio as of September 30, 2013 will be approximately 750%, which is higher than our ratio as of December 31, 2012 of 630%. Aflac’s RBC ratio remains high and reflects a strong capital and surplus position. The maximum amount of dividends that can be paid to the Parent Company by Aflac without prior approval of Nebraska's director of insurance is the greater of the net income from operations, which excludes net realized investment gains, for the previous year determined under statutory accounting principles, or 10% of statutory capital and surplus as of the previous year-end. Dividends declared by Aflac during 2013 in excess of $2.3 billion would require such approval.

In addition to limitations and restrictions imposed by U.S. insurance regulators, Japan’s FSA may not allow profit repatriations from Aflac Japan if the transfers would cause Aflac Japan to lack sufficient financial strength for the protection of policyholders. The FSA maintains its own solvency standard which is quantified through the solvency margin ratio (SMR). Aflac Japan's SMR is sensitive to interest rate and foreign exchange rate changes, therefore we continue to evaluate alternatives for reducing this sensitivity. We have a senior unsecured revolving credit facility in the amount of 50 billion yen as a capital contingency plan in the event of a rapid change in interest rates. At the end of the second quarter of 2013, the SMR had declined to 585% , compared with 669% at the end of 2012, due primarily to a spike in U.S. interest rates and an increase in Japanese interest rates, which lowered fair values of the available-for-sale investment portfolio in Japan. During the third quarter of 2013, we undertook various measures to mitigate the sensitivity of Aflac Japan's SMR. We entered into a quota share arrangement effective as of September 30, 2013 to cede a portion of hospital benefits of one of our closed products. The type of reinsurance is coinsurance indemnity, in which Aflac Japan will obtain a credit to FSA reserves. We implemented policy reserve matching (PRM) investment strategies, which is a Japan-specific accounting treatment that reduces SMR sensitivity since PRM-designated investments are carried at amortized cost consistent with corresponding liabilities. For U.S. GAAP, PRM investments are categorized as available-for-sale. We also entered into interest rate swaptions to mitigate increases in U.S. interest rates and the related impact to the available-for-sale investment portfolio in Japan. (See Notes 3, 4, and 6 of the Notes to the Consolidated Financial Statements for additional information on our investment strategies, hedging activities and reinsurance, respectively.) While we have not yet completed our FSA financial statements for the third quarter of 2013, we estimate that as of September 30, 2013, Aflac Japan's SMR will be higher than last quarter at approximately 730%, primarily reflecting an increase in Japan's capital from the new coinsurance agreement. The estimate for the SMR exceeds our targeted range of 500% to 600%.

Payments are made from Aflac Japan to the Parent Company for management fees and to Aflac U.S. for allocated expenses and remittances of earnings. The following table details Aflac Japan remittances for the nine -month periods ended September 30 .

Aflac Japan Remittances



(In millions of dollars and billions of yen)	2013		2012
Aflac Japan management fees paid to Parent Company	$	28	$	22
Expenses allocated to Aflac Japan	58		41
Aflac Japan profit remittances to Aflac U.S. in dollars	771		422
Aflac Japan profit remittances to Aflac U.S. in yen	76.8		33.1

We had entered into foreign exchange forwards and options as part of a hedging strategy on 65.0 billion yen of the 2013 repatriation, resulting in $24 million of additional funds received when the yen was exchanged into dollars in July 2013. We anticipate that there will not be any further profit remittances from Aflac Japan during the remainder of 2013.

For additional information on regulatory restrictions on dividends, profit repatriations and other transfers, see Note 12 of the Notes to the Consolidated Financial Statements and the Regulatory Restrictions subsection of MD&A, both in our annual report to shareholders for the year ended December 31, 2012 .

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Other

For information regarding commitments and contingent liabilities, see Note 11 of the Notes to the Consolidated Financial Statements.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

The information required by Item 3 is incorporated by reference from the Market Risks of Financial Instruments subsection of MD&A in Part I, Item 2 of this report.


Item 4.	Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third fiscal quarter of 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

During the first nine months of 2013 , we repurchased shares of Aflac common stock as follows:



Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31	0		$	0.00	0	22,422,204
February 1 - February 28	1,570,020		49.89		1,455,000	20,967,204
March 1 - March 31	1,530,799		50.79		1,523,800	19,443,404
April 1 - April 30	0		0.00		0	19,443,404
May 1 - May 31	1,808		55.61		0	19,443,404
June 1 - June 30	2,284,549		56.69		2,284,000	17,159,404
July 1 - July 31	161		61.68		0	17,159,404
August 1 - August 31	298,000		60.10		298,000	16,861,404
September 1 - September 30	11,726		58.12		10,000	16,851,404
Total	5,697,063	⁽²⁾	$	53.41	5,570,800	16,851,404	⁽¹⁾

⁽¹⁾ The total remaining shares available for purchase at September 30, 2013 , consisted of 16,851,404 shares related to a 30,000,000 share repurchase authorization by the board of directors announced in January 2008.

⁽²⁾ During the third quarter and first nine months of 2013 , 1,887 and 126,263 shares, respectively, were purchased in connection with income tax withholding obligations related to the vesting of restricted-share-based awards during the period.

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Item 6.	Exhibits



(a)	EXHIBIT INDEX
	3.0	-	Articles of Incorporation, as amended – incorporated by reference from Form 10-Q for June 30, 2008, Exhibit 3.0 (File No. 001-07434).
	3.1	-	Bylaws of the Corporation, as amended – incorporated by reference from Form 10-Q for March 31, 2010, Exhibit 3.1 (File No. 001-07434).
	4.0	-	There are no instruments with respect to long-term debt not being registered in which the total amount of securities authorized exceeds 10% of the total assets of Aflac Incorporated and its subsidiaries on a consolidated basis. We agree to furnish a copy of any long-term debt instrument to the Securities and Exchange Commission upon request.
	4.1	-	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 May 21, 2009, Exhibit 4.1 (File No. 001-07434).
	4.2	-	First Supplemental Indenture, dated as of May 21, 2009, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 8.500% Senior Note due 2019) – incorporated by reference from Form 8-K dated May 21, 2009, Exhibit 4.2 (File No. 001-07434).
	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 December 14, 2009, Exhibit 4.1 (File No. 001-07434).
	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 (File No. 001-07434).
	4.5	-	Fourth Supplemental Indenture, dated as of August 9, 2010, between Aflac Incorporated and The Bank of New York and Mellon Trust Company, N.A., as trustee (including the form of 3.45% Senior Note due 2015) – incorporated by reference from Form 8-K dated August 4, 2010, Exhibit 4.2 (File No. 001-07434).
	4.6	-	Fifth Supplemental Indenture, dated as of February 10, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.65% Senior Note due 2017) - incorporated by reference from Form 8-K dated February 8, 2012, Exhibit 4.1 (File No. 001-07434).
	4.7	-	Sixth Supplemental Indenture, dated as of February 10, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 4.00% Senior Note due 2022) - incorporated by reference from Form 8-K dated February 8, 2012, Exhibit 4.2 (File No. 001-07434).
	4.8	-	Seventh Supplemental Indenture, dated as of July 31, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.65% Senior Note due 2017) - incorporated by reference from Form 8-K dated July 27, 2012, Exhibit 4.1 (File No. 001-07434).
	4.9	-	Eighth Supplemental Indenture, dated as of June 10, 2013, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.625% Senior Note due 2023) - incorporated by reference from Form 8-K dated June 10, 2013, Exhibit 4.1 (File No. 001-07434).
	4.10	-	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 October 1, 2012, Exhibit 4.1 (File No. 001-07434).
	4.11	-	First Supplemental Indenture, dated as of September 26, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 5.50% Subordinated Debenture due 2052) - incorporated by reference from Form 8-K dated October 1, 2012, Exhibit 4.2 (File No. 001-07434).
	10.0*	-	American Family Corporation Retirement Plan for Senior Officers, as amended and restated October 1, 1989 – incorporated by reference from 1993 Form 10-K, Exhibit 10.2 (File No. 001-07434).
	10.1*	-	Amendment to American Family Corporation Retirement Plan for Senior Officers, dated December 8, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.1 (File No. 001-07434).
	10.2*	-	Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2008 Form 10-K, Exhibit 10.5 (File No. 001-07434).

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10.3*	-	First Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2012 Form 10-K, Exhibit 10.3 (File No. 001-07434).
10.4*	-	Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective January 1, 2009 – incorporated by reference from 2008 Form 10-K, Exhibit 10.9 (File No. 001-07434).
10.5*	-	First Amendment to the Aflac Incorporated Executive Deferred Compensation Plan dated June 1, 2009 – incorporated by reference from Form 10-Q for June 30, 2009, Exhibit 10.4 (File No. 001-07434).
10.6*	-	Aflac Incorporated Amended and Restated 2009 Management Incentive Plan – incorporated by reference from the 2008 Shareholders’ Proxy Statement, Appendix B (File No. 001-07434).
10.7*	-	First Amendment to the Aflac Incorporated Amended and Restated 2009 Management Incentive Plan, dated December 19, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.11 (File No. 001-07434).
10.8*	-	Aflac Incorporated 2013 Management Incentive Plan - incorporated by reference from the 2012 Proxy Statement, Appendix B (File No. 001-07434).
10.9*	-	Aflac Incorporated Sales Incentive Plan – incorporated by reference from 2007 Form 10-K, Exhibit 10.8 (File No. 001-07434).
10.10*	-	1999 Aflac Associate Stock Bonus Plan, amended and restated as of January 1, 2013 - incorporated by reference from Form 10-Q for March 31, 2013, Exhibit 10.10 (File No. 001-07434).
10.11*	-	Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from the 1997 Shareholders’ Proxy Statement, Appendix B (File No. 001-07434).
10.12*	-	Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.5 (File No. 001-07434).
10.13*	-	Form of Officer Stock Option Agreement (Incentive Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.6 (File No. 001-07434).
10.14*	-	Notice of grant of stock options and stock option agreement to officers under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.7 (File No. 001-07434).
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 (File No. 001-07434).
10.16*	-	Form of 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 June 30, 2013, Exhibit 10.16 (File No. 001-07434).
10.17*	-	Notice of grant of stock options to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.17 (File No. 001-07434).
10.18*	-	Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.18 (File No. 001-07434).
10.19*	-	Notice of restricted stock award to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.19 (File No. 001-07434).
10.20*	-	U.S. Form of Officer Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.20 (File No. 001-07434).
10.21*	-	Japan Form of Officer Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.21 (File No. 001-07434).
10.22*	-	Notice of time based restricted stock award to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.22 (File No. 001-07434).
10.23*	-	Notice of performance based restricted stock award to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.23 (File No. 001-07434).
10.24*	-	U.S. Form of Officer 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 June 30, 2013, Exhibit 10.24 (File No. 001-07434).

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10.25*	-	Japan Form of Officer 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 June 30, 2013, Exhibit 10.25 (File No. 001-07434).
10.26*	-	U.S. Form of Officer 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 June 30, 2013, Exhibit 10.26 (File No. 001-07434).
10.27*	-	Japan Form of Officer 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 June 30, 2013, Exhibit 10.27 (File No. 001-07434).
10.28*	-	U.S. Notice of grant of stock options to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.28 (File No. 001-07434).
10.29*	-	Japan Notice of grant of stock options to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.29 (File No. 001-07434).
10.30*	-	Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated February 9, 2010 – incorporated by reference from 2009 Form 10-K, Exhibit 10.26 (File No. 001-07434).
10.31*	-	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 September 30, 2010, Exhibit 10.27 (File No. 001-07434).
10.32*	-	Aflac Incorporated Employment Agreement with Daniel P. Amos, dated August 1, 1993 – incorporated by reference from 1993 Form 10-K, Exhibit 10.4 (File No. 001-07434).
10.33*	-	Amendment to Aflac Incorporated Employment Agreement with Daniel P. Amos, dated December 8, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.32 (File No. 001-07434).
10.34*	-	Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated February 14, 1992, and as amended November 12, 1993 – incorporated by reference from 1993 Form 10-K, Exhibit 10.6 (File No. 001-07434).
10.35*	-	Amendment to Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated November 3, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.34 (File No. 001-07434).
10.36*	-	Amendment to Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated December 19, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.35 (File No. 001-07434).
10.37*	-	Amendment to Aflac Incorporated Employment Agreement with Kriss Cloninger III, dated March 15, 2011 – incorporated by reference from Form 10-Q for March 31, 2011, Exhibit 10.33 (File No. 001-07434).
10.38*	-	Aflac Incorporated Employment Agreement with Paul S. Amos II, dated January 1, 2005 – incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.2 (File No. 001-07434).
10.39*	-	Amendment to Aflac Incorporated Employment Agreement with Paul S. Amos II, dated December 19, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.39 (File No. 001-07434).
10.40*	-	Amendment to Aflac Incorporated Employment Agreement with Paul S. Amos II, dated March 7, 2012 - incorporated by reference from Form 10-Q for March 31, 2012, Exhibit 10.36 (File No. 001-07434).
10.41*	-	Aflac Incorporated Employment Agreement with Joey Loudermilk, dated September 12, 1994 and as amended December 10, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.40 (File No. 001-07434).
10.42*	-	Amendment to Aflac Incorporated Employee Agreement with Joey Loudermilk, dated December 14, 2011 - incorporated by reference from 2011 Form 10-K, Exhibit 10.37 (File No. 001-07434).
10.43*	-	Aflac Incorporated Employment Agreement with Tohru Tonoike, effective February 1, 2007 – incorporated by reference from 2008 Form 10-K, Exhibit 10.41 (File No. 001-07434).
10.44*	-	Amendment to Aflac Incorporated Employment Agreement with Tohru Tonoike, dated February 9, 2010 – incorporated by reference from 2009 Form 10-K, Exhibit 10.36 (File No. 001-07434).
10.45*	-	Amendment to Aflac Incorporated Employment Agreement with Tohru Tonoike, dated October 8, 2012 – incorporated by reference from 2012 Form 10-K, Exhibit 10.40 (File No. 001-07434).
10.46*	-	Aflac Retirement Agreement with E. Stephen Purdom, dated February 15, 2000 – incorporated by reference from 2000 Form 10-K, Exhibit 10.13 (File No. 001-07434).

108



11	-	Statement regarding the computation of per-share earnings for the Registrant.
12	-	Statement regarding the computation of ratio of earnings to fixed charges for the Registrant.
15	-	Letter from KPMG LLP regarding unaudited interim financial information.
31.1	-	Certification of CEO dated November 5, 2013, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2	-	Certification of CFO dated November 5, 2013, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32	-	Certification of CEO and CFO dated November 5, 2013, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	-	Senior unsecured revolving credit facility agreement, dated March 29, 2013 - incorporated by reference from Form 10-Q for March 31, 2013, Exhibit 99.1 (File No. 001-07434).
101.INS	-	XBRL Instance Document. ⁽¹⁾
101.SCH	-	XBRL Taxonomy Extension Schema.
101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	-	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	-	XBRL Taxonomy Extension Label Linkbase.
101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase.



₍₁₎	Includes the following materials contained in this Quarterly Report on Form 10-Q for the period ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements

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

109

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Aflac Incorporated

November 5, 2013		/s/ Kriss Cloninger III
		(Kriss Cloninger III)
		President, Chief Financial Officer, Treasurer and Director

November 5, 2013		/s/ June Howard
		(June Howard) Senior Vice President, Financial Services; Chief Accounting Officer

110

TABLE OF CONTENTS

Part I. Financial Informationprint Item 1. Financial Statementsprint Note 10 For Additional Details)print Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 6. Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
Smita Conjeevaram	64	Ms. Conjeevaram joined our board of directors in November 2015, previously served on our Nominating and Governance Committee, has served on the Audit Committee since 2017, and was appointed Chair of the Audit Committee in November 2022. Ms. Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund firm industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds, and Deputy Chief Financial Officer – Credit Funds, of the Fortress Investment Group LLC, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC from 2006 to 2009 and Strategic Value Partners LLC from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a certified public accountant. She currently serves on the Boards of Directors of the following public companies: McGrath RentCorp, SkyWest, Inc. and WisdomTree Investments, Inc.	WisdomTree Investments, Inc.
Normand A Boulanger	63	Principal Occupation, Business Experience, and Directorships On February 3, 2020, Mr. Boulanger retired as an employee of SS&C, after serving in a number of roles since 1994. Mr. Boulanger continues to serve as a director on our Board. He was elected to serve as a director in 2006 and appointed Vice Board Chair in August 2018. He served as our President and Chief Operating Officer from October 2004 to February 2020, our Executive Vice President and Chief Operating Officer from October 2001 to October 2004, Senior Vice President of SS&C Direct from March 2000 to September 2001, Vice President of SS&C Direct from April 1999 to February 2000, Vice President of Professional Services for the Americas, from July 1996 to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to joining SS&C, Mr. Boulanger served as Manager of Investment Accounting for The Travelers from September 1986 to March 1994. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Boulanger should serve as a director because he has substantial knowledge and experience regarding our operations, employees, target markets, strategic initiatives and competitors.
Michael J Zamkow	69	Mr. Zamkow was elected as one of our directors in June 2014 and has served on our Compensation Committee since 2016. He retired from Goldman Sachs in November 2001 after a 17 year career, where he was a partner from 1994 to 2001. From 1999 to 2001, Mr. Zamkow was responsible for Goldman Sachs’ fixed income, currency and commodities business. He is a former member of the Board of Trustees of Northeastern University.
Michael Daniels		Mr. Michael was elected as one of our directors in April 2010, has served on the Nominating and Governance Committee since 2013, the Audit Committee from 2010 to June 2024 for which he was Chair for six years, the Compensation Committee since June 2024 for which he has been Chair since then, and as our Lead Independent Director since November 2022. He retired as Chief Executive Officer of RLI Corp., a publicly traded specialty insurance company, at the end of 2021, and subsequently retired as Chairman of its Board in May 2024. Mr. Michael held various other positions at RLI Corp. since joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. He currently serves as an independent board member of Markel Group Inc., Chairman of the Board of TADA Cognitive Solutions, LLC, and Chairman of the Board of Bradley University Board of Trustees. He is also a member of the OSF St. Francis Medical Center Community Advisory Board, Easterseals Central Illinois Foundation Board, and the Gilmore Foundation Board.
Jonathan E Michael	69	Mr. Michael was elected as one of our directors in April 2010, has served on the Nominating and Governance Committee since 2013, the Audit Committee from 2010 to June 2024 for which he was Chair for six years, the Compensation Committee since June 2024 for which he has been Chair since then, and as our Lead Independent Director since November 2022. He retired as Chief Executive Officer of RLI Corp., a publicly traded specialty insurance company, at the end of 2021, and subsequently retired as Chairman of its Board in May 2024. Mr. Michael held various other positions at RLI Corp. since joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. He currently serves as an independent board member of Markel Group Inc., Chairman of the Board of TADA Cognitive Solutions, LLC, and Chairman of the Board of Bradley University Board of Trustees. He is also a member of the OSF St. Francis Medical Center Community Advisory Board, Easterseals Central Illinois Foundation Board, and the Gilmore Foundation Board.
Debra Walton-Ruskin	64	Ms. Debra Walton-Ruskin was elected as one of our directors and as a member of the Nominating and Governance Committee and our Audit Committee in 2024. She was also elected to serve on our Audit Committee in June 2024. She has spent her career in Global Fintech and had held senior executive positions across product, content, sales, marketing, and data operations. In her last corporate role, she was the Chief Revenue Officer for the London Stock Exchange Group from 2021 to 2022. Prior to that, she was a member of the senior executive team at Refinitiv from 2018 to 2021 that lead its successful sale to Blackstone and its subsequent sale to LSEG. Prior to its sale, Debra held numerous C-suite roles at Thomson Reuters/Refinitiv from 2008 to 2018 including Global Head of Market Development, Chief Data Officer, Chief Product Officer, and Chief Revenue Officer. From 2016 – 2021, as an executive at Thomson Reuters/Refinitiv, and later LSEG, Debra was a director on the board of TradeWeb Markets, a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Also, during her time at Thomson Reuters/Refinitiv, she served on the boards of its regulated entities including the foreign exchange brokerage and index business. Prior to joining Thomson Reuters/Refinitiv Debra was a partner at Cantor Fitzgerald where she was instrumental in the development of new brokerage business and services including the launch of the Cantor Financial Futures Exchange on whose Board of Directors she served. She currently serves on the Board of Directors of Chef’s Warehouse, Inc., a public company.	Chefs' Warehouse, Inc.
David A Varsano	63	Mr. Varsano was elected as one of our directors in March 2011, has served on the Audit Committee since 2011, and was appointed Chair of the Nominating and Governance Committee in 2016. He is currently the Chairman of the Board and Chief Executive Officer of Pacific Packaging Products, a company specializing in industrial packaging and related solutions and supply chain management services, which he joined in September 1999. Prior to joining Pacific Packaging Products, Mr. Varsano served as the Chief Technology Officer and Vice President of Software Development of SS&C from 1995 to 1999 and as Manager of SS&C Direct from 1998 to 1999. Mr. Varsano was formerly on the Board of Directors of Packaging Distributors of America.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	All other compensation ($)	Total ($)
William C. Stone	2024	1,000,000	—	11,637,069	3,750,228	9,475,000	8,396	25,870,693
Chief Executive Officer	2023	1,000,000	—	11,798,896	3,750,824	3,540,000	8,444	20,098,164
	2022	875,000	—	8,102,003	—	3,825,000	8,389	12,810,392
Rahul Kanwar	2024	800,000	—	9,309,615	3,000,196	7,580,000	8,317	20,698,128
Chief Operating Officer	2023	800,000	—	9,439,128	3,000,666	2,832,000	8,355	16,080,149
	2022	673,958	—	6,074,705	—	3,060,000	8,334	9,816,997
Brian N. Schell	2024	600,000	—	3,103,270	1,000,077	2,653,000	8,238	7,364,585
Chief Financial Officer	2023	240,909	—	8,756,250	999,846	991,200	89	10,988,293
Jason White	2024	500,000	—	3,491,213	1,125,073	1,895,000	8,198	7,019,484
Chief Legal Officer	2023	500,000	—	3,539,773	1,125,254	708,000	8,222	5,881,249
	2022	494,792	—	1,516,879	—	765,000	8,220	2,784,891

Supplier name	Ticker
Johnson & Johnson	JNJ
Abbott Laboratories	ABT
Merck & Co., Inc.	MRK
Eli Lilly and Company	LLY
Pfizer Inc.	PFE
Amgen Inc.	AMGN
Bristol-Myers Squibb Company	BMY
AbbVie Inc.	ABBV

Owner	Position	Direct Shares	Indirect Shares
STONE WILLIAM C	-	31,941,600	0
STONE WILLIAM C	-	31,879,300	0
BOULANGER NORMAND A	-	333,576	0
Varsano David	-	77,076	0
MICHAEL JONATHAN E	-	72,776	67,679
Kanwar Rahul	-	57,642	0
Kanwar Rahul	-	50,000	0
Schell Brian N	-	25,293	0
ZAMKOW MICHAEL JAY	-	12,476	2,175
Daniels Michael E	-	10,000	0
Conjeevaram Smita	-	9,576	0
White Jason Douglas	-	6,412	0
Walton Debra	-	5,020	0

AFL 10-Q Quarter ended Sept. 30, 2013