(Mark One)
[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
OR
[ ]
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)
Registrant's telephone number, including area code: 706.323.3431
(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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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
April 28, 2006
Common Stock, $.10 Par Value
498,627,326 shares
Aflac Incorporated and SubsidiariesTable of Contents
Page
Part I.
Financial Information
Item 1.
1
Three Months Ended March 31, 2006, and 2005
2
March 31, 2006 and December 31, 2005
4
5
7
8
19
20
Item 2.
21
Item 3.
46
Item 4.
Part II.
Other Information
47
48
Item 6.
49
Items other than those listed above are omitted because they are not required or are not applicable.
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Aflac Incorporated and Subsidiaries
Consolidated Statements of Earnings
Three Months Ended March 31,
(In millions, except for share and per-share amounts - Unaudited)
2006
2005
Revenues:
Premiums, principally supplemental health insurance
$
3,005
3,041
Net investment income
524
514
Realized investment gains (losses)
14
3
Other income
16
Total revenues
3,559
Benefits and expenses:
Benefits and claims
2,181
2,266
Acquisition and operating expenses:
Amortization of deferred policy acquisition costs
144
137
Insurance commissions
321
333
Insurance expenses
307
287
Interest expense
6
Other operating expenses
26
24
Total acquisition and operating expenses
803
787
Total benefits and expenses
2,984
3,053
Earnings before income taxes
575
506
Income taxes
200
178
Net earnings
375
328
Net earnings per share:
Basic
.75
.65
Diluted
.74
.64
Common shares used in computing earnings per share (In thousands):
498,037
502,706
504,574
509,449
Cash dividends per share
.13
.11
See the accompanying Notes to the Consolidated Financial Statements.
Consolidated Balance Sheets
March 31,
December 31,
(In millions - Unaudited)
Assets
Investments and cash:
Securities available for sale, at fair value:
Fixed maturities (amortized cost $26,221 in 2006
and $25,860 in 2005)
27,710
28,142
Perpetual debentures (amortized cost $4,272 in 2006
and $4,255 in 2005)
4,255
4,370
Equity securities (cost $17 in 2006 and $30 in 2005)
58
84
Securities held to maturity, at amortized cost:
Fixed maturities (fair value $11,096 in 2006 and $10,839 in 2005)
11,440
10,867
Perpetual debentures (fair value $4,161 in 2006
and $4,252 in 2005)
4,186
4,172
Other investments
61
57
Cash and cash equivalents
1,155
1,297
Total investments and cash
48,865
48,989
Receivables, primarily premiums
402
479
Receivables for security transactions
-
105
Accrued investment income
460
484
Deferred policy acquisition costs
5,706
5,590
Property and equipment, at cost less accumulated depreciation
447
448
Other
256
266
Total assets
56,136
56,361
(continued)
Consolidated Balance Sheets (continued)
Liabilities and shareholders' equity
Liabilities:
Policy liabilities:
Future policy benefits
38,742
37,853
Unpaid policy claims
2,555
2,504
Unearned premiums
614
594
Other policyholders' funds
1,447
1,378
Total policy liabilities
43,358
42,329
Notes payable
1,400
1,395
2,132
2,577
Payables for return of cash collateral on loaned securities
467
622
1,203
1,511
Commitments and contingent liabilities (Notes 8 and 9)
Total liabilities
48,560
48,434
Shareholders' equity:
Common stock of $.10 par value. In thousands:
authorized 1,000,000 shares; issued 655,088
shares in 2006 and 654,522 shares in 2005
66
65
Additional paid-in capital
819
791
Retained earnings
8,358
8,048
Accumulated other comprehensive income:
Unrealized foreign currency translation gains
77
Unrealized gains on investment securities
1,299
1,917
Minimum pension liability adjustment
(37
)
Treasury stock, at average cost
(3,013
(2,934
Total shareholders' equity
7,576
7,927
Total liabilities and shareholders' equity
Shareholders' equity per share
15.20
15.89
Consolidated Statements of Shareholders' Equity
(In millions, except for per-share amounts - Unaudited)
Common stock:
Balance, beginning of period
Exercise of stock options
Balance, end of period
Additional paid-in capital:
676
Exercise of stock options, including income tax benefits
13
Share-based compensation
Gain on treasury stock reissued
698
Retained earnings:
6,785
Dividends to shareholders ($.13 per share in 2006
and $.11 per share in 2005)
(65
(55
7,058
1,957
2,611
Change in unrealized foreign currency translation gains (losses)
during period, net of income taxes
(28
Change in unrealized gains (losses) on investment
securities during period, net of income taxes
(618
32
1,346
2,615
Treasury stock:
(2,561
Purchases of treasury stock
(98
(113
Cost of shares issued
(2,660
7,776
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Change in receivables and advance premiums
97
(6
Increase in deferred policy acquisition costs
(103
Increase in policy liabilities
779
856
Change in income tax liabilities
(111
17
Realized investment (gains) losses
(14
(3
Other, net
(5
85
Net cash provided by operating activities
1,023
1,174
Cash flows from investing activities:
Proceeds from investments sold or matured:
Securities available for sale:
Fixed maturities sold
270
174
Fixed maturities matured
81
276
Perpetual debentures sold
Equity securities and other
30
Costs of investments acquired:
Fixed maturities
(781
(686
Perpetual debentures
(286
Securities held to maturity:
(526
(984
Cash received as collateral on loaned securities, net
(158
(2,372
Net cash used by investing activities
(1,088
(3,874
Consolidated Statements of Cash Flows (continued)
Cash flows from financing activities:
Change in investment-type contracts, net
55
54
Dividends paid to shareholders
(62
(53
Treasury stock reissued
15
10
Principal payments under debt obligations
(2
12
Net cash used by financing activities
(80
(96
Effect of exchange rate changes on cash and cash equivalents
(25
Net change in cash and cash equivalents
(142
(2,821
Cash and cash equivalents, beginning of period
3,813
Cash and cash equivalents, end of period
992
Supplemental disclosures of cash flow information:
Income taxes paid
329
162
Interest paid
Noncash financing activities:
Capitalized lease obligations
Treasury shares issued for:
Associate stock bonus
Shareholder dividend reinvestment
Stock compensation grants
Consolidated Statements of Comprehensive Income
Other comprehensive income (loss) before income taxes:
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains
(losses) during period
Unrealized gains (losses) on investment securities:
Unrealized holding gains (losses) arising during the period
(935
44
Reclassification adjustment for realized (gains) losses
included in net earnings
Total other comprehensive income (loss) before income taxes
(949
Income tax expense (benefit) related to items of other
comprehensive income
(338
53
Other comprehensive income (loss) net of income taxes
(611
Total comprehensive income (loss)
(236
1. 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). 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, and liabilities for future policy benefits and unpaid policy claims. 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 de terminable, 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 consolidated financial statements include the accounts of the Parent Company, its majority-owned 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 Aflac Incorporated and subsidiaries (the "Company") contain all adjustments, consisting of normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of March 31, 2006, and December 31, 2005, and the consolidated statements of earnings, shareholders' equity, cash flows and comprehensive income for the three-month periods ended March 31, 2006, and 2005. 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, 2005.
New Accounting Pronouncements: In February 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140 (SFAS 155). The provisions of SFAS 155 are effective for all financial instruments acquired or issued after the beginning of the first fiscal year after September 15, 2006. Earlier adoption is permitted. SFAS 155 amends the accounting for hybrid financial instruments and eliminates the exclusion of beneficial interests in securitized financial assets from the guidance under SFAS 133 and eliminates the prohibition on the type of derivative instruments that qualified special purpose entities may hold under SFAS 140. SFAS 155 also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. In accordance with the standard's early adoption provisions, we adopted the provisions of SFAS 155 on January 1, 2006. The adoption of this standard did not have any impact on our financial position or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised), Share-Based Payment (SFAS 123R). This standard amends SFAS No. 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS 123R establishes the accounting for grants of share-based awards in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or transactions that may be settled by the issuance of those equity instruments. SFAS 123R requires that companies use a fair value method to value share-based awards and recognize the related compensation expense in net earnings. The provisions of SFAS 123R, as amended by the Securities and Exchange Commission, are effective as of the beginning of the first fiscal year afte r June 15, 2005, although earlier application is encouraged. In accordance with the standard's early adoption provisions, we began accounting for share-based awards using the modified-retrospective application method effective January 1, 2005.
For additional information on new accounting pronouncements 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, 2005.
9
2. BUSINESS SEGMENT INFORMATION
The Company consists of two reportable insurance business segments: Aflac Japan and Aflac U.S., both of which sell individual supplemental health and life insurance.
Operating business segments that are not individually reportable 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 excludes the following items from net earnings on an after-tax basis: realized investment gains/losses, the impact from SFAS 133, and nonrecurring items. We then exclude income taxes related to operations to arrive at pretax operating earnings. Information regarding operations by segment for the three months ended March 31 follows:
(In millions)
Aflac Japan:
Earned premiums
2,139
2,254
408
411
Total Aflac Japan
2,553
2,672
Aflac U.S.:
866
110
102
Total Aflac U.S.
980
891
Other business segments
Total business segment revenues
3,543
3,572
Corporate*
Intercompany eliminations
(24
(20
*Includes investment income of $5 in 2006 and $2 in 2005. Also, includes a gain of $3 in 2006 and a loss of $13 in 2005 related to the impact from SFAS 133.
Pretax earnings:
Aflac Japan
425
399
Aflac U.S.
147
133
Total business segments
572
533
Interest expense, noninsurance operations
(4
Corporate and eliminations
(10
(12
Pretax operating earnings
558
516
Impact from SFAS 133
(13
Total earnings before income taxes
Income taxes applicable to pretax operating earnings
194
181
Effect of foreign currency translation on operating earnings
(22
Assets were as follows:
46,101
46,200
9,491
9,547
92
90
55,684
55,837
Corporate
9,200
9,559
(8,748
(9,035
3. INVESTMENTS
Realized Investment Gains and Losses
During the quarter ended March 31, 2006, we realized pretax investment gains of $14 million (after-tax, $9 million, or $.02 per diluted share) primarily as a result of the execution of bond swaps that took advantage of tax loss carryforwards. For the quarter ended March 31, 2005, we realized pretax gains of $3 million (after-tax, $2 million, or nil per diluted share) as a result of securities sales. Impairment charges were immaterial during the three months ended March 31, 2006 and 2005.
11
Unrealized Investment Gains and Losses
The net effect on shareholders' equity of unrealized gains and losses from investment securities at the following dates was:
Unrealized gains on securities available for sale
1,513
2,452
Unamortized unrealized gains on securities transferred
to held to maturity
420
430
Deferred income taxes
(634
(965
Shareholders' equity, net unrealized gains on investment securities
Special Purpose and Variable Interest Entities
As part of our investment activities, we own investments in qualified special purpose entities (QSPEs). At March 31, 2006, available-for-sale QSPEs totaled $2.2 billion at fair value ($2.3 billion at amortized cost, or 4.9% of total debt securities), compared with $2.2 billion at fair value ($2.3 billion at amortized cost, or 5.0% of total debt securities) at December 31, 2005. We have no equity interests in any of the QSPEs, nor do we have control over these entities. Therefore, our loss exposure is limited to the cost of our investment.
We also own yen-denominated investments in variable interest entities (VIEs) totaling $1.8 billion at fair value ($1.9 billion at amortized cost, or 4.1% of total debt securities) at March 31, 2006. We have concluded that we are the primary beneficiary of VIEs totaling $1.5 billion at fair value ($1.7 billion at amortized cost) and we have consolidated our interests in these VIEs in accordance with FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. The activities of these VIEs are limited to holding debt securities and utilizing the proceeds from the debt securities to service our investments therein. The terms of the debt securities mirror the terms of the notes held by Aflac. The consolidation of these investments does not impact our financial position or results of operations. We also have interests in VIEs that we are not required to consolidate totaling $219 million at fair value ($221 million at amortized cost) as of Ma rch 31, 2006. The notes representing our interests in these VIEs are reported as fixed-maturity securities on the balance sheet. The loss on any of our VIE investments would be limited to its cost.
Security Lending
We lend fixed-maturity securities to financial institutions in short-term security lending transactions. These securities continue to be carried as investment assets on our balance sheet during the term of the loans and are not recorded as sales. We receive cash or other securities as collateral for such loans. These short-term security lending arrangements increase investment income with minimal risk. Our security lending policy requires that the fair value of the securities received as collateral and cash received as collateral be 102% or more of the fair value of the loaned securities. At March 31, 2006, we had security loans outstanding with a fair value of $453 million, and we held cash in the amount of $467 million as collateral for these loaned securities. At December 31, 2005, we had security loans outstanding with a fair value of $605 million, and we held cash in the amount of $622 million as collateral for these loaned securities. For additional information, see Notes 1 and 3 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2005.
4. FINANCIAL INSTRUMENTS
We have only limited activity with derivative financial instruments. We do not use them for trading purposes, nor do we engage in leveraged derivative transactions.
We have outstanding cross-currency swap agreements related to the $450 million senior notes (Note 5). We have designated the foreign currency component of these cross-currency swaps as a hedge of the foreign currency exposure of our investment in Aflac Japan. The notional amounts and terms of the swaps match the principal amount and terms of the senior notes.
The components of the fair value of the cross-currency swaps were reflected as an asset or (liability) in the balance sheet as follows:
Interest rate component
Foreign currency component
Accrued interest component
Total fair value of cross-currency swaps
The following is a reconciliation of the foreign currency component of the cross-currency swaps as included in accumulated other comprehensive income for the three-month periods ended March 31.
(91
Increase (decrease) in fair value of cross-currency swaps
Interest rate component not qualifying for hedge accounting
reclassified to net earnings
(8
(69
5. NOTES PAYABLE
A summary of notes payable follows:
6.50% senior notes due April 2009 (principal amount $450)
450
Yen-denominated Samurai notes:
.87% notes due June 2006 (principal amount 40 billion yen)
341
339
.96% notes due June 2007 (principal amount 30 billion yen)
255
254
.71% notes due July 2010 (principal amount 40 billion yen)
Capitalized lease obligations payable through 2011
Total notes payable
In 2001, 2002, and 2005 the Parent Company issued yen-denominated Samurai notes, each of which had five-year maturities. Each series of Samurai notes may only be redeemed prior to maturity upon the occurrence of a tax event as specified in the respective bond agreement and are not available to U.S. residents or entities.
For our yen-denominated loans, the principal amount as stated in dollar terms will fluctuate from period to period due to changes in the yen/dollar exchange rate. We have designated these yen-denominated notes payable as a hedge of the foreign currency exposure of our investment in Aflac Japan.
The Parent Company filed a Shelf Registration Statement with Japanese regulatory authorities in February 2006 to issue up to 100 billion yen of yen-denominated Samurai notes in Japan. If issued, these securities will not be available to U.S. persons or entities.
In 1999, we issued $450 million of senior notes. These notes are redeemable at our option at any time with a redemption price equal to the principal amount of the notes being redeemed plus a make-whole premium. We have entered into cross-currency swaps related to these notes (see Note 4).
We were in compliance with all of the covenants of our notes payable at March 31, 2006. No events of default or defaults occurred during the three months ended March 31, 2006.
6. SHAREHOLDERS' EQUITY
The following table is a reconciliation of the number of shares of the Company's common stock for the three-month periods ended March 31:
(In thousands of shares)
Common stock - issued
654,522
652,628
566
486
655,088
653,114
Treasury stock
155,628
149,020
Purchases of treasury stock:
Open market
2,066
2,942
Disposition of treasury stock:
Shares issued to AFL Stock Plan
(337
(382
(617
(421
(85
(32
156,657
151,127
Shares outstanding, end of period
498,431
501,987
We exclude outstanding share-based awards from the calculation of weighted-average shares used in the computation of basic earnings per share. Stock options to purchase approximately 1.3 million shares as of March 31, 2006, were considered to be anti-dilutive and were excluded from the calculation of diluted earnings per share, compared with 3.5 million at March 31, 2005.
In February 2006, the board of directors authorized the purchase of 30 million shares of our common stock. As of March 31, 2006, approximately 45 million shares were available for purchase under the current share repurchase programs.
7. SHARE-BASED TRANSACTIONS
The Company has two long-term incentive compensation plans. The first is a stock option plan, which allows grants for both 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 and vest on time-based conditions only. The strike price of options granted under this plan is equal to the fair market value of a share of our common stock at the date of grant. At March 31, 2006, 1.5 million shares were available for future grants under this plan.
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. Generally, the awards vest based upon time-based conditions or time-and-performance-based conditions. Performance-based vesting conditions generally include the attainment of goals related to Company financial performance. As of March 31, 2006, the only performance-based awards issued and outstanding were restricted stock awards. At March 31, 2006, approximately 24.3 million shares were available for future grants under this plan.
Share-based awards granted to U.S.-based grantees are settled upon exercise with authorized but unissued Company stock, while those issued to Japan-based grantees are settled upon exercise with treasury shares. We estimate the fair value of each stock option granted using the Black-Scholes-Merton multiple option approach. The value of restricted stock awards is based on the fair market value of our common stock at the date of grant.
We adopted SFAS 123R to account for share-based awards effective January 1, 2005. In accordance with the modified-retrospective application method, we adjusted previously reported results to reflect the effect of expensing share-based awards.
The following table provides information on stock options outstanding and exercisable.
Stock
Weighted-Average
Option
Exercise Price
Shares
Per Share
Outstanding at March 31, 2006
19,862
28.77
Exercisable at March 31, 2006
15,469
25.66
As of March 31, 2006, the aggregate intrinsic value of stock options outstanding was $325 million, with a weighted-average remaining term of 5.6 years. The aggregate intrinsic value of stock options exercisable at that same date was $299 million, with a weighted-average remaining term of 4.7 years. We received $16 million and $9 million cash from the exercise of stock options during the three-month periods ended March 31, 2006 and 2005, respectively. The tax benefit realized as a result of stock option exercises was $8 million for the first quarter of 2006, compared with $5 million for the first quarter of 2005.
As of March 31, 2006, total compensation cost not yet recognized in our financial statements related to restricted stock awards was $21 million, of which $11 million (306,732 shares) was related to share-based awards with a performance-based vesting condition. We expect to recognize these amounts over a weighted-average period of approximately 2.4 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 9 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2005.
8. BENEFIT PLANS
Our basic employee defined-benefit pension plans cover substantially all of our full-time employees in the United States and Japan. The components of retirement expense for the Japanese and U.S. pension plans were as follows for the three-month periods ended March 31:
Japan
U.S.
Components of net periodic benefit cost:
Service cost
Interest cost
Expected return on plan assets
(1
Amortization of net actuarial loss
Net periodic benefit cost
As of March 31, 2006, approximately $3 million (using the March 31, 2006 exchange rate) had been contributed to the Japanese pension plan for the first quarter of 2006. As of March 31, 2006, no contributions had been made to the U.S. pension plan.
For additional information regarding our Japanese and U.S. pension plans, see Note 11 of the Notes to the Consolidated Financial Statement in our annual report to shareholders for the year ended December 31, 2005.
9. COMMITMENTS AND CONTINGENT LIABILITIES
Commitments: We have employee benefit plans that provide pension and various post-retirement benefits. For additional information regarding our benefit plans, see Note 11 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2005.
We lease office space and equipment under various agreements that expire in various years through 2021. For further information regarding lease commitments, see Note 12 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2005.
In 2005, we announced a multi-year building project for additional office space in Columbus, Georgia. The initial phase is to be completed in 2007 and is expected to cost between $23 million and $25 million.
We have entered into an outsourcing agreement with IBM to provide mainframe computer operations and support for our Japanese operations. The agreement has a term of 10 years with an aggregate cost of 28.2 billion yen ($240 million using the March 31, 2006, exchange rate).
Litigation: We are a defendant in various lawsuits considered to be in the normal course of business. 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 against other companies, including insurers, in recent years. Although the final results of any litigation cannot be predicted with certainty, we believe the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows.
10. SUBSEQUENT EVENTS
During the second quarter of 2006, we realized pretax investment gains of $55 million in connection with the bond swap program that we began in the third quarter of 2005. This gain, in combination with approximately $17 million of pretax investment gains realized in the first quarter of 2006, concludes our bond swap program.
18
REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The March 31, 2006, and 2005, 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 page 20.
KPMG LLP
303 Peachtree Street, N.E.
Suite 2000
Telephone: (404) 222-3000
Atlanta, GA 30308
Telefax: (404) 222-3050
Report of Independent Registered Public Accounting Firm
The shareholders and board of directors of Aflac Incorporated:
We have reviewed the consolidated balance sheet of Aflac Incorporated and subsidiaries as of March 31, 2006, and the related consolidated statements of earnings, shareholders' equity, cash flows and comprehensive income for the three-month periods ended March 31, 2006 and 2005. 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 the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheet of Aflac Incorporated and subsidiaries as of December 31, 2005, and the related consolidated statements of earnings, shareholders' equity, cash flows and comprehensive income for the year then ended (not presented herein); and in our report dated February 28, 2006, we expressed an unqualified opinion on those consolidated financial statements.
As discussed in Notes 1 and 7 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, to account for stock options and other share-based transactions, effective January 1, 2005.
Atlanta, Georgia
May 8, 2006
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 informat ion 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:
COMPANY OVERVIEW
Aflac Incorporated (the Parent Company) and its subsidiaries (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. Our insurance operations in the United States and our branch in Japan service the two markets for our insurance business.
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 period from December 31, 2005, to March 31, 2006. 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, 2005.
This MD&A is divided into four primary sections. In the first section, we discuss our critical accounting estimates. We then follow with a discussion of the results of our operations on a consolidated basis and by segment. The third section presents an analysis of our financial condition as well as a discussion of market risks of financial instruments. We conclude by addressing the availability of capital and the sources and uses of cash in the Capital Resources and Liquidity section.
CRITICAL ACCOUNTING ESTIMATES
We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). 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 investments, deferred policy acquisition costs and policy liabilities. 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 at which 96% of our assets and 85% of our liabilities are reported and thus have a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly differ ent results. There have been no changes in the items that we have identified as critical accounting estimates during the three months ended March 31, 2006. 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, 2005.
22
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 table is a presentation of items impacting net earnings and net earnings per diluted share for the periods ended March 31.
Items Impacting Net Earnings
In Millions
Per Diluted Share
Items impacting net earnings, net of tax:
.02
(9
(.02
Our investment strategy is to invest in fixed-income securities in order to provide a reliable stream of investment income, which is one of the drivers of the Company's profitability. 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. 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. Realized investment gains in the first quarters of 2006 and 2005 primarily resulted from sales transactions in the normal course of business.
We entered into cross-currency swap agreements to effectively convert our dollar-denominated senior notes, which mature in 2009, into a yen-denominated obligation (see Notes 4 and 5 of the Notes to the Consolidated Financial Statements). The effect of issuing fixed-rate, dollar-denominated debt and swapping it into fixed-rate, yen-denominated debt has the same economic impact on Aflac as if we had issued yen-denominated debt of a like amount. However, the accounting treatment for cross-currency swaps is different from issuing yen-denominated Samurai notes. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS 133), requires that the change in the fair value of the interest rate component of the cross-currency swap, which does not qualify for hedge accounting, be reflected in net earnings (other income). This change in fair value is determined by relative dollar and yen interest rates and has no cash impact on our results of operation s. At maturity, the swaps' fair value and their initial contract fair value will be equal, and the cumulative impact of gains and losses from the changes in fair value of the interest component will be zero. We have the ability and intent to retain the cross-currency swaps until their maturity. The impact from SFAS 133 includes the change in fair value of the interest rate component of the cross-currency swaps, which does not qualify for hedge accounting.
23
We have also issued yen-denominated Samurai notes. We have designated these notes as a hedge of our investment in Aflac Japan. If the value of these yen-denominated notes and the notional amounts of the cross-currency swaps exceeds our investment in Aflac Japan, we would be required to recognize the foreign currency effect on the excess, or ineffective portion, in net earnings (other income). The ineffective portion would be included in the impact from SFAS 133. These hedges were effective during the three-month period ended March 31, 2006; therefore, there was no impact on net earnings. See Note 4 of the Notes to the Consolidated Financial Statements and Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2005, for additional information.
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 primarily purchase yen-denominated assets to 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. However, it is important to distinguish between translating and converting foreign currency. Except for a limited number of transactions, we do not actually convert yen into dollars.
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 causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be 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 net earnings was 34.7% for the three-month period ended March 31, 2006, compared with 35.2% for the same period in 2005.
Earnings Guidance
We communicate earnings guidance in this report based on the growth in net earnings per diluted share. However, certain items that cannot be predicted or that are outside of management's control may have a significant impact on actual results. Therefore, our comparison of net earnings includes certain assumptions to reflect the limitations that are inherent in projections of net earnings. In comparing period-over-period results, we exclude the effect of realized investment gains and losses, the impact from SFAS 133 and nonrecurring items. We also assume no impact from foreign currency translation on the Aflac Japan segment and the Parent Company's yen-denominated interest expense for a given period in relation to the prior period.
Subject to the preceding assumptions, our objective for 2006 is to achieve net earnings per diluted share of at least $2.92, an increase of 15.0% over 2005. If we achieve this objective, the following table shows the likely results for 2006 net earnings per diluted share, including the impact of foreign currency translation using various yen/dollar exchange rate scenarios.
2006 Net Earnings Per Share (EPS) Scenarios*
Yen/Dollar
Net Earnings Per
% Growth
Yen Impact
Exchange Rate
Share
Over 2005
on EPS
100.00
3.07
20.9
%
.15
105.00
2.99
17.7
.07
109.88
**
2.92
15.0
115.00
2.86
12.6
(.06
120.00
2.80
10.2
(.12
*
Excludes realized investment gains/losses, impact from SFAS 133 and nonrecurring items in 2006 and 2005; and assumes no impact from currency translation in 2006
Actual 2005 weighted-average exchange rate
Our objective for 2007 is to increase net earnings per diluted share by 15% to 16%, on the basis described above.
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 before realized investment gains and losses, the impact from SFAS 133, and nonrecurring items. We believe that an analysis 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. Total new annualized premium sales, which include 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. 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.
25
AFLAC JAPAN
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
Premium income
Total operating revenues
1,659
1,787
Operating expenses:
70
73
214
234
Insurance and other expenses
185
179
Total operating expenses
469
2,128
2,273
Pretax operating earnings*
Weighted-average yen/dollar exchange rates
116.90
104.50
In Dollars
In Yen
Percentage changes over previous period
(5.1
)%
9.3
6.2
6.5
(.6
11.2
6.4
(4.4
9.4
6.9
6.6
17.6
19.2
14.5
Ratios to total revenues, in dollars
65.0
66.9
2.7
8.4
8.8
7.2
6.7
18.3
18.2
16.7
14.9
*See
The percentage increases in premium income reflect the growth of premiums in force. Annualized premiums in force in yen increased 6.7% to 1.04 trillion yen in the first quarter of 2006, compared with 978.1 billion yen a year ago, and reflect the high persistency of Aflac Japan's business and the sales of new policies. Annualized premiums in force, translated into dollars at respective period-end exchange rates, were $8.9 billion in 2006 and $9.1 billion in 2005.
The benefit ratio has declined over the past several years, reflecting the impact of newer products with lower loss ratios. We have also experienced favorable claim trends in our major product lines. We expect the benefit ratio to continue to decline in future years primarily reflecting the shift to newer products and riders. The operating expense ratio increased slightly in the first quarter. However, we expect the operating expense ratio to be relatively stable for the year in relation to 2005. Due to improvement in the benefit ratio, the pretax operating profit margin expanded from 14.9% to 16.7%. We expect a modest expansion in the profit margin in 2006 and 2007.
Aflac Japan maintains a portfolio of dollar-denominated and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). Dollar-denominated investment income from these assets accounted for approximately 37% of Aflac Japan's investment income in the first three months of 2006, compared with 30% 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, as it did in the first quarter of 2006, translating dollar-denominated investment income into yen magnifies growth rates for net investment income, total operating revenues, and pretax operating earnings in yen terms. The following table illustrates the effect of translating Aflac Japan's dollar-denominated investment income and related items into yen by c omparing 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 Prior Year
(Yen Operating Results)
Including Foreign
Excluding Foreign
Currency Changes
Currency Changes**
6.8
7.3
15.3
15.4
See
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.
Aflac Japan Sales
Aflac Japan's total new annualized premium sales in yen declined 1.3% in the first quarter. As discussed previously, we anticipated somewhat weaker sales in the first quarter, followed by better growth in the second quarter. We believe sales growth was restrained by our agents' efforts to assist with our program that converted payroll policies to a direct-billing mode. The billing conversion program is now complete. The following table presents Aflac Japan's total new annualized premium sales for the periods ended March 31.
(In millions of dollars and billions of yen)
Total new annualized premium sales
251
285
29.4
29.8
Increase over comparable period in prior year
(11.8
8.1
(1.3
5.3
27
Our objective for 2006 is to increase total new annualized premium sales in yen by 5% to 8%.
Aflac Japan's sales mix has been shifting during the last few years. The following table details the contributions to total new annualized premium sales by major product for the three-month periods ended March 31.
Medical policies
34
40
Rider MAX
Cancer life
Ordinary life
Total
100
Sales of our medical products, which include our EVER product line, declined 15.6% in the first quarter of 2006. We believe the decline resulted from our agents' focus on billing conversions and the introduction of our new product, WAYS. With continued cost pressure on Japan's health care system, we expect demand for medical products will continue to rise and we remain encouraged about the outlook for the medical insurance market. As a result, we continue to believe that the medical category will be an important part of our product portfolio.
Cancer life sales increased 18.4% in the first quarter, benefiting from a new product introduction in 2005 and our program that converted payroll policies to a direct-billing mode. Sales of our cancer life policy through Dai-ichi Life rose 5.1% in the first quarter and accounted for 9% of total new annualized premium sales, compared with 8% a year ago. We continue to be very pleased with our alliance with Dai-ichi Life.
Ordinary Life sales increased 25.4%, reflecting in part strong sales of WAYS. We were very pleased with the initial response to WAYS, which we launched in late January. Unlike traditional life insurance, WAYS allows a policyholder to convert a portion of the life insurance coverage to medical, nursing care, or fixed annuity benefits at retirement age. Despite its recent introduction, WAYS accounted for approximately 9% of first quarter sales.
We continued to expand our distribution system in Japan. In the first quarter of 2006, we recruited 780 new agencies. However, this year marks a shift in our focus from recruiting agencies to increasing the total number of licensed sales associates. During the first quarter of 2006, the number of licensed sales associates rose to more than 83,400, compared with 81,700 at December 31, 2005. We believe that new agencies and sales associates will continue to be attracted to Aflac Japan's high commissions, superior products, customer service and brand image. Furthermore, we believe that these new agencies and associates will enable us to further expand our reach in the Japanese market.
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Aflac Japan Investments
Growth of investment income in yen is affected by available cash flow from operations, yields on new investments, and the effect of yen/dollar exchange rates on dollar-denominated investment income. Aflac Japan has invested in privately issued securities to secure higher yields than Japanese government or other corporate bonds would have provided, while still adhering to prudent standards for credit quality. All of our privately issued securities are rated investment grade at the time of purchase. These securities are generally issued with standard documentation for medium-term note programs and have appropriate covenants.
The following table compares the results of Aflac Japan's investment activities for the periods ended March 31.
New money yield - yen only
2.72
2.84
New money yield - blended
3.04
3.06
Return on average invested assets, net of
investment expenses
4.12
Portfolio yield, including dollar-denominated
investments, end of period
4.20
4.30
See Investments and Cash on
Japanese Economy
After a period of prolonged weakness in its economy, Japan has shown signs of economic improvement. While recent events continue to indicate that Japan's economy has begun to recover, the time required for a full economic recovery remains uncertain. For additional information, see the Japanese Economy section of MD&A in our annual report to shareholders for the year ended December 31, 2005.
29
AFLAC U.S.
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
523
480
75
64
107
99
128
115
310
278
833
758
Percentage changes over previous period:
10.1
10.7
8.3
5.2
10.0
10.4
9.7
Ratios to total revenues:
53.4
53.9
7.6
11.0
13.0
12.8
31.6
31.2
The percentage increases in premium income reflect the growth of premiums in force. The increases in annualized premiums in force of 9.9% in the first quarter of 2006 and 9.8% for the same period of 2005 were favorably affected by sales at the worksite primarily through cafeteria plans and a slight improvement in the persistency of several products. Annualized premiums in force at March 31, 2006 were $3.8 billion, compared with $3.4 billion a year ago.
After several years of trending upward, the benefit ratio declined in the first quarter. As a percentage of premium income, the benefit ratio was 60.4% in the first quarter, compared with 61.0% in the first quarter of 2005. We expect the benefit ratio to decline slightly in 2006 due to favorable claim cost trends. The operating expense ratio reflected the write-off of remaining deferred policy acquisition costs associated with a large payroll account. Excluding the effect of this write-off and discretionary promotional expenses, we expect the operating expense ratio for 2006 to be relatively stable when compared to 2005. The pretax operating profit margin is expected to improve modestly in 2006.
Aflac U.S. Sales
We were pleased with our U.S. sales results in the first quarter, with total new annualized premium sales rising 11.4%. Sales in the quarter were led by accident/disability and cancer expense insurance. We continued to be pleased with the sales of recently introduced products, particularly our revised hospital indemnity plan which rose 27.4% in the quarter. The following table presents Aflac's U.S. total new annualized premium sales for the three months ended March 31.
318
286
Increase (decrease) over comparable period in prior year
11.4
(2.1
For the second quarter of 2006, we face a tougher sales comparison and expect sales to be up in a range of mid- to upper-single digits, which would keep us on track for our sales goal for 2006. Our objective for the full year is an 8% to 12% increase in total new annualized premium sales.
One aspect of our growth strategy is the continued enhancement of our product line. We have developed revised specified health event and intensive care plans, which we anticipate launching in the third quarter of this year. The following table details the contributions to total new annualized premium sales by major product category for the three-month periods ended March 31.
Accident/disability coverage
52
Cancer expense insurance
Hospital indemnity products
Fixed-benefit dental coverage
We were also encouraged to see continued expansion of our U.S. sales force. Newly recruited sales associates rose 4.2% over 2005. However, our primary focus has been on increasing producing sales associates. We believe that we can achieve better producer growth through more effective and standardized training for our sales associates and sales management. During the first quarter, the number of average monthly producing associates increased 2.7% to more than 17,900. On an average weekly basis, the number of producing associates rose 4.9% to more than 10,100. As we move forward this year, our focus will shift from average monthly producers to average weekly producers. This shift will provide for a more active management of our sales associates and allow our sales management to monitor progress and needs on a real-time basis.
31
Aflac U.S. Investments
The following table compares the results of Aflac's U.S. investment activities for the periods ended March 31.
New money yield
6.21
6.04
6.73
5.62
Portfolio yield, end of period
7.21
7.31
The return on average invested assets in the first quarter of 2005 was reduced by higher-than-usual securities lending at the end of the 2004. Excluding loaned securities and the related investment income earned from our security lending program, the adjusted return on average invested assets was 7.01% in the first quarter of 2006, compared with 7.11% in the first quarter of 2005. See Investments and Cash on
ANALYSIS OF FINANCIAL CONDITION
Our financial condition has remained strong in the functional currencies of our operations during the last two years. 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 exchange rate at March 31, 2006, was 117.47 yen to one dollar, or .51% stronger than the December 31, 2005, exchange rate of 118.07. The stronger yen increased reported investments and cash by $195 million, total assets by $218 million, and total liabilities by $214 million, compared with the amounts that would have been reported for the first quarter of 2006 if the exchange rate had remained unchanged from December 31, 2005.
Market Risks of Financial Instruments
Because we invest in fixed-income securities, our financial instruments are exposed primarily to two types of market risks: currency risk and interest rate risk.
Currency Risk
The functional currency of Aflac Japan's insurance operation 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. Furthermore, most of Aflac Japan's investments, cash and liabilities are yen-denominated. When yen-denominated securities mature or are sold, the proceeds are generally reinvested in yen-denominated securities. Aflac Japan holds these yen-denominated assets to fund its yen-denominated policy obligations. In addition, Aflac Incorporated has yen-denominated notes payable and cross-currency swaps related to its dollar-denominated senior notes.
Although we generally do not convert yen into dollars, 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.
On a consolidated basis, we attempt to minimize the exposure of our shareholders' equity to foreign currency translation fluctuations. We accomplish this by investing a portion of Aflac Japan's investment portfolio in dollar-denominated securities, by the Parent Company's issuance of yen-denominated debt and by the use of cross-currency swaps (see Hedging Activities on
Dollar Value of Yen-Denominated Assets and Liabilities
At Selected Exchange Rates
Yen/dollar exchange rates
102.47
117.47
132.47
Yen-denominated financial instruments:
Assets:
21,339
18,614
16,506
4,085
3,563
3,160
Equity securities
37
13,094
11,423
10,129
4,799
3,712
517
451
400
Other financial instruments
41
36
Subtotal
43,912
38,305
33,967
1,090
950
843
Cross-currency swaps
542
473
419
Japanese policyholder protection fund
219
192
170
1,851
1,615
1,432
Net yen-denominated financial instruments
42,061
36,690
32,535
Other yen-denominated assets
5,195
4,531
4,018
Other yen-denominated liabilities
(46,492
(40,555
(35,963
Consolidated yen-denominated net assets
subject to foreign currency fluctuation
764
666
590
*Actual March 31, 2006 exchange rate
33
We are exposed to economic currency risk only when yen funds are actually converted into dollars. This primarily occurs when we transfer funds from Aflac Japan to Aflac U.S., which is done annually. The exchange rates prevailing at the time of transfer will differ from the exchange rates prevailing at the time the yen profits were earned. These repatriations have not been greater than 80% of Aflac Japan's prior year earnings determined in accordance with standards established by Japan's Financial Services Agency (FSA). A portion of the repatriation may be used to service Aflac Incorporated's yen-denominated notes payable with the remainder converted into dollars.
Interest Rate Risk
Our primary interest rate exposure is to the effect of changes in interest rates on the fair value of our investments in debt securities. We use modified duration analysis, which measures price percentage volatility, to estimate the sensitivity of fair values to interest rate changes on debt securities we own. For example, if the current duration of a debt security is 10, then the fair value of that security will increase by approximately 10% if market interest rates decrease by 100 basis points, assuming all other factors remain constant. Likewise, the fair value of the debt security will decrease by approximately 10% if market interest rates increase by 100 basis points, assuming all other factors remain constant.
At March 31, 2006, we had $1.1 billion of net unrealized gains on total debt securities. We estimate that the reduction in the fair value of debt securities we own resulting from a 100 basis point increase in market interest rates would be approximately $4.9 billion, based on our portfolio as of March 31, 2006. The effect on yen-denominated debt securities is approximately $4.1 billion and the effect on dollar-denominated debt securities is approximately $818 million.
Changes in the interest rate environment have contributed to the unrealized gains on debt securities we own. However, we do not expect to realize a majority of these unrealized gains. Likewise, should significant amounts of unrealized losses occur because of increases in market yields, we would not expect to realize these losses because we have the intent and ability to hold such securities to maturity or until recovery of value.
We attempt to match the duration of our assets with the duration of our liabilities. For Aflac Japan, the duration of policy benefits and related expenses to be paid in future years is longer than that of the related invested assets due to the unavailability of acceptable long-duration yen-denominated securities. Currently, when debt 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. Also, our strategy of developing and marketing riders to our older policies has helped offset the negative investment spread. And despite negative investment spreads, adequate overall profit margins still exist in Aflac Japan's aggregate block of business because of profits that have emerged from changes in mix of business and favorable experience from mortality, morbidity, and expenses.
Investments and Cash
Our investment philosophy is to maximize investment income while emphasizing liquidity, safety and quality. Our investment objective, subject to appropriate risk constraints, is to fund policyholder obligations and other liabilities in a manner that enhances shareholders' equity. We seek to achieve this objective through a diversified portfolio of fixed-income investments that reflects the characteristics of the liabilities it supports. Aflac invests primarily within the debt securities markets. The following table details investment securities by segment.
Investment Securities by Segment
21,498
21,907
6,116
6,134
3,788
3,888
482
Total available for sale
25,318
25,856
6,609
6,639
11,422
10,849
Total held to maturity
15,608
15,021
Total investment securities
40,926
40,877
6,627
6,657
*Excludes investment-grade fixed-maturity securities held by the Parent Company of $96 in 2006 and $100 in 2005.
We have investments in both publicly issued and privately issued securities. However, the status of issuance should not be viewed as an indicator of liquidity or as a limitation on the determination of fair value. The outstanding amount of a particular issuance, as well as the level of activity in a particular issuance and the state of the market, including credit events and the interest rate environment, affect liquidity regardless of type of issuance. We routinely assess the fair value of all of our investments. This process includes evaluating quotations provided by outside securities pricing sources and/or compiled using data provided by external debt and equity market sources, as described more fully in Note 3 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2005. The following table details investment securities by type of issuance.
35
Investment Securities by Type of Issuance
March 31, 2006
December 31, 2005
Amortized
Fair
Cost
Value
Publicly issued securities:
15,193
16,468
14,872
16,540
173
203
210
51
Total publicly issued
15,380
16,696
15,089
16,801
Privately issued securities:
22,468
22,338
21,855
22,441
8,285
8,243
8,224
8,412
Total privately issued
30,756
30,584
30,095
30,886
46,136
47,280
45,184
47,687
The decline in the fair values of our debt securities was primarily the result of a rising interest rate environment, partially offset by a stronger yen/dollar exchange rate.
Of our total debt securities, privately issued securities accounted for 66.7%, at amortized cost, as of March 31, 2006, compared with 66.6% at December 31, 2005. Privately issued securities held by Aflac Japan at amortized cost accounted for $28.6 billion, or 61.9%, of total debt securities at March 31, 2006, and $27.9 billion, or 61.8%, of total debt securities at December 31, 2005. Reverse-dual currency debt securities accounted for $9.0 billion, or 29.1%, of total privately issued securities as of March 31, 2006, compared with $8.9 billion, or 29.6%, of total privately issued securities at December 31, 2005. Aflac Japan has invested in privately issued securities to secure higher yields than those available from Japanese government 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 retu rns. Most of our privately issued securities were issued under medium-term note programs and have standard documentation commensurate with credit ratings, except when internal credit analysis indicates that additional protective and/or event-risk covenants are required.
Our investment activities expose us to credit risk, which is a consequence of extending credit and/or carrying investment positions. However, we continue to adhere to prudent standards for credit quality. We accomplish this by considering our product needs and the overall corporate objectives, in addition to credit risk. Our investment policy requires that all securities be rated investment grade at the time of purchase. In evaluating the initial rating, we look at the overall senior issuer rating, the explicit rating for the actual issue or the rating for the security class, and, where applicable, the appropriate designation from the Securities Valuation Office (SVO) of the National Association of Insurance Commissioners (NAIC). All of our securities have ratings from either a nationally recognized statistical rating organization or the SVO of the NAIC. In addition, we perform extensive internal credit reviews to ensure that we are consistent in applying rating criteri a for all of our securities.
We use specific criteria to judge the credit quality of both existing and prospective investments. Furthermore, we use several methods to monitor these criteria, including credit rating services and internal credit analysis. The distributions by credit rating of our purchases of debt securities, based on acquisition cost, were as follows:
Three Months Ended
Twelve Months Ended
March 31, 2005
AAA
3.1
6.1
AA
21.5
45.5
31.0
A
71.2
42.9
47.0
BBB
4.2
5.5
14.7
100.0
The large percentage of securities purchased in the A-rated category reflects the availability of investments of suitable quality that also met our yield targets.
The distributions of debt securities we own, by credit rating, were as follows:
3.9
3.8
4.0
34.5
35.9
33.7
34.9
38.6
38.2
38.9
38.7
20.7
20.2
21.1
20.6
BB or lower
2.3
1.9
The overall credit quality of our portfolio remained high in part because our investment policy prohibits us from purchasing below-investment-grade securities. The increase in AA-rated holdings compared with December 31, 2005, resulted from the credit rating upgrade of a security in Aflac Japan's portfolio. In the event of a credit rating downgrade to below-investment-grade status, we do not automatically liquidate our position. However, if the security is in the held-to-maturity portfolio, we immediately transfer it to the available-for-sale portfolio so that the security's fair value and its unrealized gain/loss are reflected on the balance sheet.
Once we designate a security as below-investment-grade, we intensify our monitoring of the issuer. We do not automatically recognize an impairment for the difference between fair value and amortized cost. Our investment management starts by reviewing its credit analysis. Included in this process are an evaluation of the issuer, its current credit posture and an assessment of the future prospects for the issuer. We then obtain fair value information from at least three independent pricing sources. Upon determining the fair value, we move our focus to an analysis of whether or not the decline in fair value, if any, is other than temporary. For securities with an amortized cost in excess of fair value, investment management then reviews the issue based on our impairment policy to determine if the investment should be impaired and/or liquidated. The assessment of whether a decline is other than temporary requires significant management judgment and is discussed more fully in the Critical Accounting Estimates section of MD&A in our annual report to shareholders for the year ended December 31, 2005. Securities classified as below investment grade were as follows:
Below-Investment-Grade Securities
Ahold
304
228
302
236
KLM Royal Dutch Airlines
220
227
Ford Motor Credit
209
Ford Motor Company
123
LeGrand
Cooper Tire & Rubber Co.
45
Tennessee Gas Pipeline
1,059
882
1,055
886
Occasionally a debt 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. Our policy is to review each issue on a case-by-case basis to determine if a split-rated security should be classified as investment grade or below investment grade. Our review 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 as of March 31, 2006, represented .1% of total debt securities at amortized cost and were as follows:
Split-Rated Securities
Moody's
S&P
Fitch
Investment-Grade
Rating
Status
Tyco Electronics AMP (AMP Japan)
Ba1
BBB+
Investment Grade
Union Carbide Corp.
Ba2
BBB-
38
The following table provides details on amortized cost, fair value and unrealized gains and losses for our investments in debt securities by investment-grade status as of March 31, 2006.
Percent
Gross
of Fair
Unrealized
Gains
Losses
Available-for-sale securities:
Investment-grade securities
29,434
31,083
65.8
2,339
690
Below-investment-grade securities
189
Held-to-maturity securities:
15,627
15,258
32.3
386
755
46,120
47,223
2,737
1,634
The following table presents an aging of securities in an unrealized loss position as of March 31, 2006.
Aging of Unrealized Losses
Six Months
Less Than Six Months
to 12 Months
Over 12 Months
Loss
Available-for-sale
securities:
Investment-grade
securities
10,628
5,310
241
3,483
1,835
215
Below-investment-
grade securities
933
282
646
141
Held-to-maturity
9,101
3,093
163
3,382
2,626
322
20,662
8,685
6,870
505
5,107
678
The following table presents a distribution of unrealized losses by magnitude as of March 31, 2006.
Percentage Decline From Amortized Cost
Less than 20%
20% to 32%
10,364
629
264
564
86
369
103
8,931
717
19,859
202
39
The following table presents the 10 largest unrealized loss positions in our portfolio as of March 31, 2006.
Credit
BB
76
CSAV
204
157
Unique Zurich Airport
315
274
Union Fenosa
279
EFG EuroBank Ergasias
289
253
N/R*
Kredietbank
231
196
Nordea Bank
306
National Bank of Greece
222
*Not rated
The fair value of our investments in debt securities can fluctuate as a result of changes in interest rates, foreign currency exchange rates, and credit issues. Declines in fair value noted above resulted from changes in the interest rates, yen/dollar exchange rates, and issuer credit status. However, we believe that it would be inappropriate to recognize impairment charges because we believe the changes in fair value are temporary. Based on our evaluation and analysis of specific issuers in accordance with our impairment policy, impairment charges recognized during the three-month periods ended March 31, 2006 and 2005, were immaterial.
Realized losses on investment-grade debt securities were as follows for the three months ended March 31, 2006. There were no disposals of below-investment-grade securities which resulted in losses during the first quarter of 2006.
Realized Losses on Debt Securities
Realized
Proceeds
Investment-grade securities, length of consecutive unrealized loss:
Less than six months
69
Six months to 12 months
83
As part of our investment activities, we have investments in variable interest entities (VIEs) and qualifying special purpose entities (QSPEs). See Note 3 of the Notes to the Consolidated Financial Statements for additional information.
Cash, cash equivalents, and short-term investments totaled $1.2 billion, or 2.4% of total investments and cash, as of March 31, 2006, compared with $1.3 billion, or 2.6% at December 31, 2005.
Deferred Policy Acquisition Costs
Deferred policy acquisition costs totaled $5.7 billion at March 31, 2006, an increase of $116 million, or 2.1%, compared with $5.6 billion at December 31, 2005. The following table presents deferred policy acquisition costs by segment.
3,708
3,624
1,997
1,966
Aflac Japan's deferred policy acquisition costs increased 2.3% (1.8% increase in yen) for the three months ended March 31, 2006. Deferred policy acquisition costs of Aflac U.S. increased 1.6% for the three-month period ended March 31, 2006. The stronger yen at March 31, 2006, increased reported deferred policy acquisition costs by $19 million.
Policy Liabilities
Policy liabilities totaled $43.4 billion at March 31, 2006, an increase of $1.0 billion, or 2.4% compared with $42.3 billion at December 31, 2005. The following table presents policy liabilities by segment.
38,447
37,556
4,909
4,771
Aflac Japan's policy liabilities increased 2.4% (1.9% increase in yen) for the three months ended March 31, 2006. Policy liabilities of Aflac U.S. increased 2.9% for the three-month period ended March 31, 2006. The stronger yen at March 31, 2006, increased reported policy liabilities by $195 million. The increase in total policy liabilities reflected the growth and aging of our in-force business.
Notes Payable
Notes payable totaled $1.4 billion at both March 31, 2006, and December 31, 2005. The ratio of debt to total capitalization (debt plus shareholders' equity, excluding the unrealized gains and losses on investment securities) was 18.2% as of March 31, 2006, compared with 18.8% as of December 31, 2005. See Note 5 of the Notes to the Consolidated Financial Statements for additional information on notes payable at March 31, 2006.
Off-Balance Sheet Arrangements
As of March 31, 2006, we had no material unconditional purchase obligations that were not recorded on the balance sheet. Additionally, we had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations.
We use short-term security lending arrangements to increase investment income with minimal risk. For further information regarding such arrangements, see Note 3 of the Notes to the Consolidated Financial Statements.
Benefit Plans
Aflac U.S. and Aflac Japan have various benefit plans. For additional information on our U.S. and Japanese plans, see Note 8 of the Notes to the Consolidated Financial Statements and Note 11 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2005.
Policyholder Protection Fund
The Japanese insurance industry has a policyholder protection system that provides funds for the policyholders of insolvent insurers. See the Policyholder Protection Fund section of MD&A in our annual report to shareholders for the year ended December 31, 2005, for additional information.
Hedging Activities
Aflac has limited hedging activities. Our primary exposure to be hedged is our investment in Aflac Japan, which is affected by changes in the yen/dollar exchange rate. In order to mitigate this exposure, we have taken the following courses of action. First, Aflac Japan owns dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. Second, we have designated the Parent Company's yen-denominated liabilities (Samurai notes payable and cross-currency swaps) as a hedge of our investment in Aflac Japan. If the total of these yen-denominated liabilities is equal to or less than our net investment in Aflac Japan, the hedge is deemed to be effective and the related exchange effect is reported in the unrealized foreign currency component of other comprehensive income. Should these yen-denominated liabilities exceed our investment in Aflac Japan, the portion of the hedge that exceeds our invest ment in Aflac Japan would be deemed ineffective. As required by SFAS 133, we would then recognize the foreign exchange effect on the ineffective portion in net earnings (other income). We estimate that if the ineffective portion was $100 million, we would report a foreign exchange gain/loss of approximately $1 million for every one yen weakening/strengthening in the end-of-period yen/dollar exchange rate. At March 31, 2006, our hedge was effective with yen-denominated assets exceeding yen-denominated liabilities by 78.7 billion yen, compared with 92.3 billion yen at December 31, 2005. The decrease in our yen-denominated net asset position is primarily a result of a decrease in Aflac Japan's yen-denominated net asset position as a result of the effect of rising interest rates.
42
CAPITAL RESOURCES AND LIQUIDITY
Aflac provides the primary sources of liquidity to the Parent Company through dividends and management fees. Aflac declared dividends to the Parent Company in the amount of $49 million in the first quarter of 2006, compared with $55 million for the same period in 2005. During the first quarter of 2006, Aflac paid $19 million to the Parent Company for management fees, compared with $14 million in the first quarter of 2005. The primary uses of cash by the Parent Company are shareholder dividends and our share repurchase program. The Parent Company's sources and uses of cash are reasonably predictable and are not expected to change materially in the future.
The Parent Company also accesses debt security markets to provide additional sources of capital. Capital is primarily used to fund business expansion, capital expenditures and our share repurchase program. In February 2006, we filed a Shelf Registration Statement with Japanese regulatory authorities to issue up to 100 billion yen (approximately $851 million using the March 31, 2006, exchange rate) of Samurai notes in Japan. If issued, these securities will not be available to U.S. persons or entities. We believe outside sources for additional debt and equity capital, if needed, will continue to be available. For additional information, see Note 5 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 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.
In general, our insurance products provide fixed-benefit amounts that are not subject to medical-cost inflation. Furthermore, our business is widely dispersed in both the United States and Japan. This geographic dispersion and the nature of our benefit structure mitigate the risk of a significant unexpected increase in claims payments due to epidemics and events of a catastrophic nature. Additionally, our insurance policies generally are not interest-sensitive and therefore are not subject to unexpected policyholder redemptions due to investment yield changes. 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.
43
Consolidated Cash Flows
We translate cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years 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 three-month periods ended March 31.
Consolidated Cash Flows by Activity
Operating activities
Investing activities
Financing activities
Exchange effect on cash and cash equivalents
Operating Activities
In the first three months of 2006, consolidated cash flow from operations decreased 13%, compared with the first three months of 2005. The decrease in cash flows primarily resulted from the increase in Aflac Japan's tax payments. The following table summarized operating cash flows by source for the three-month periods ended March 31.
Cash Provided by Operating Activities
756
925
Aflac U.S. and Other Operations
267
249
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 three-month periods ended March 31.
Cash Provided (Used) by Investing Activities
(844
(1,111
(244
(2,763
Cash flows for Aflac U.S. and Other Operations for the first quarter of 2005 included the January 2005 return of cash collateral from the security lending activities of Aflac U.S. at the end of 2004 (approximately $2.6 billion).
Prudent portfolio management dictates that we attempt to match the duration of our assets with the duration of our liabilities. For Aflac Japan, the duration of policy benefits and related expenses to be paid in future years is longer than that of the related invested assets due to the unavailability of acceptable long-duration yen-denominated securities. Currently, when debt securities we own 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 provides 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 debt securities that are available for sale to improve the duration matching of our assets and liabilities and/or improve future investment yields. As a result, disposi tions before maturity can vary significantly from year to year. Dispositions before maturity were approximately 1% of the year-to-date average investment portfolio of debt securities available for sale during the three-month periods ended March 31, 2006, and 2005.
Financing Activities
Consolidated cash used by financing activities was $80 million in the first three months of 2006, compared with $96 million for the same period of 2005. Cash provided by investment-type contracts was $55 million in the first three months of 2006, compared with $54 million a year ago.
The following table presents a summary of treasury stock activity during the three-month periods ended March 31.
Treasury stock purchases
98
113
Shares purchased
Stock issued from treasury
Shares issued
Dividends to shareholders in the first quarter of 2006 of $.13 per share increased 18.2% over the same period of 2005. The following table presents the sources of dividends paid to shareholders for the three-month periods ended March 31.
Dividends paid in cash
62
Dividends through issuance of treasury shares
Total dividends to shareholders
Regulatory Restrictions
Aflac is domiciled in Nebraska and is subject to its regulations. In addition to limitations and restrictions imposed by U.S. insurance regulators, Japan's FSA may not allow transfers of funds from Aflac Japan if the transfers would cause Aflac Japan to lack sufficient financial strength for the protection of policyholders.
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. During the first three months of 2006, Aflac Japan paid $6 million to the Parent Company for management fees, compared with $8 million for the same period in 2005. Expenses allocated to Aflac Japan were $10 million for the three-month period ended March 31, 2006, compared with $8 million a year ago. For additional information on regulatory restrictions on dividends, profit transfers and other remittances, see Note 10 of the Notes to the Consolidated Financial Statements and the Regulatory Restrictions section of MD&A, both in our annual report to shareholders for the year ended December 31, 2005.
Rating Agencies
Aflac is rated AA by both Standard & Poor's and Fitch Ratings and Aa2 (Excellent) by Moody's for financial strength. A.M. Best assigned Aflac an A+ (Superior) rating for financial strength and operating performance. Aflac Incorporated's senior debt and Samurai notes are rated A by Standard & Poor's; A+ by Fitch Ratings; and A2 by Moody's.
In April 2006, the board of directors declared the second quarter cash dividend of $.13 per share. The dividend is payable on June 1, 2006, to shareholders of record at the close of business on May 19, 2006. In February 2006, the board of directors authorized the purchase of 30 million shares of our common stock. As of March 31, 2006, approximately 45 million shares were available for purchase under our share repurchase programs.
During the second quarter of 2006, we realized pretax investment gains of $55 million in connection with the bond swap program that we began in the third quarter of 2005 to take advantage of tax loss carryforwards. These gains, along with approximately $17 million of pretax investment gains in the first quarter, conclude our bond swap program.
For information regarding commitments and contingent liabilities, see Note 9 of the Notes to the Consolidated Financial Statements.
Quantitative and Qualitative Disclosures about Market Risk.
The information required by Item 3 is incorporated by reference from the Market Risks of Financial Instruments section of MD&A in Part I, Item 2 of this report.
Controls and Procedures.
Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have 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, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective.
Internal Control Over Financial Reporting
(c) 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 first fiscal quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Legal Proceedings.
We are a defendant in various lawsuits considered to be in the normal course of business. 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 against other companies, including insurers, in recent years. Although the final results of any litigation cannot be predicted with certainty, we believe the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows.
Unregistered Sales of Equity Securities and Use of Proceeds.
During the first quarter of 2006, we repurchased shares of Aflac stock as follows:
Issuer Purchases of Equity Securities
(c) Total
(d) Maximum
Number
Number of
of Shares
Shares that
Purchased
May Yet Be
(a) Total
as Part of
(b) Average
Announced
Under the
Price Paid
Plans or
Period
Programs
January 1 - January 31
16,909,163
February 1 - February 28
2,065,900
47.14
44,843,263
March 1 - March 31
Of the shares available for purchase under current board authorizations, 14,843,263 shares relate to a repurchase authorization approved by the board and announced in February 2004. The remaining 30,000,000 shares relate to a repurchase authorization approved by the board and announced in February 2006.
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders was held on May 1, 2006. Matters submitted to the shareholders were: (1) Election of 17 members to the board of directors; and (2) Ratification of the appointment of independent registered public accounting firm for 2006. The proposals were approved by the shareholders.
The following is a summary of each vote cast for, against or withheld, as well as the number of abstention and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for office.
VOTES
Absten-
Broker
For
Against
tions
Withheld
Non-Votes
(1) Election of 17 members to the board of directors:
Daniel P. Amos
728,656,651
N/A
17,036,134
None
John Shelby Amos II
724,915,236
20,777,549
Michael H. Armacost
627,645,550
118,047,235
Kriss Cloninger III
715,286,473
30,406,312
Joe Frank Harris
723,002,824
22,689,962
Elizabeth J. Hudson
731,145,304
14,547,481
Kenneth S. Janke Sr.
714,890,728
30,802,057
Douglas W. Johnson
737,381,034
8,311,752
Robert B. Johnson
735,746,207
9,946,579
Charles B. Knapp
730,298,410
15,394,375
Hidefumi Matsui
725,806,392
19,886,394
E. Stephen Purdom, M.D.
723,085,949
22,606,836
Barbara K. Rimer, Dr. PH
730,145,446
15,547,339
Marvin R. Schuster
726,388,823
19,303,962
David Gary Thompson
735,403,316
10,289,469
Tohru Tonoike
735,718,244
9,974,542
Robert L. Wright
735,325,818
10,366,968
(2) Ratification of appointment of KPMG LLP as independent registered public accounting firm
731,053,599
10,972,146
3,667,040
N/A - not applicable
Exhibits.
(a) Exhibits:
3.0
Articles of Incorporation, as amended - incorporated by reference from Form 10-Q for June 30, 2000, Exhibit 3.0 (File No. 001-07434).
Bylaws of the Corporation, as amended - incorporated by reference from 2003 Form 10-K, Exhibit 3.1 (File No. 001-07434).
American Family Corporation Stock Option Plan (1985) - incorporated by reference from Registration Statement No. 33-44720 on Form S-8 with respect to the Aflac Incorporated (Formerly American Family Corporation) Incentive Stock Option Plan (1982) and Stock Option Plan (1985).
Aflac Incorporated Amended 1985 Stock Option Plan - incorporated by reference from the 1994 Shareholders' Proxy Statement, Exhibit A (File No. 001-07434).
Aflac Incorporated Amended 1985 Stock Option Plan, as amended August 8, 1995 - incorporated by reference from Form 10-Q for September 30, 1995, Exhibit 10 (File No. 001-07434).
10.3
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).
Aflac Incorporated Supplemental Executive Retirement Plan, as amended April 1, 2003 - incorporated by reference from 2003 Form 10-K, Exhibit 10.4 (File No. 001-07434).
10.5
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).
10.6
Aflac Incorporated Employment Agreement with Charles D. Lake, II, dated January 1, 2002 - incorporated by reference from 2003 Form 10-K, Exhibit 10.6 (File No. 001-07434).
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).
10.8
Aflac Incorporated 1997 Stock Option Plan - incorporated by reference from the 1997 Shareholders' Proxy Statement, Appendix B (File No. 001-07434).
10.9
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).
10.10
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).
10.11
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).
10.12
Aflac Incorporated Executive Deferred Compensation Plan, as amended, effective January 1, 1999 - incorporated by reference from Form S-8 Registration Statement No. 333-69333, Exhibit 4.
10.13
Aflac Incorporated Amended and Restated Management Incentive Plan, effective January 1, 1999 - incorporated by reference from the 2003 Shareholders' Proxy Statement, Exhibit A (File No. 001-07434).
10.14
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).
10.15
Aflac Employment Agreement with Hidefumi Matsui, dated January 1, 1995 - incorporated by reference from 1994 Form 10-K, Exhibit 10.8 (File No. 001-07434).
10.16
1999 Aflac Associate Stock Bonus Plan, as amended, dated February 11, 2003, - incorporated by reference from 2002 Form 10-K, Exhibit 99.2 (File No. 001-07434).
10.17
2004 Aflac Incorporated Long-Term Incentive Plan, dated May 3, 2004 - incorporated by reference from the 2004 Notice and Proxy Statement, Exhibit B (File No. 001-07434).
10.18
Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.1 (File No. 001-07434).
10.19
Notice of grant of stock options to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.2 (File No. 001-07434).
10.20
Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.3 (File No. 001-07434).
10.21
Notice of restricted stock award to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.4 (File No. 001-07434).
10.22
Form of Officer Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.1 (File No. 001-07434).
10.23
Notice of restricted stock award to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.2 (File No. 001-07434).
10.24
Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.3 (File No. 001-07434).
10.25
Form of Officer Stock Option Agreement (Incentive Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.4 (File No. 001-07434).
10.26
Notice of grant of stock options to officers under the 2004 Aflac Incorporated Long-Term Incentive Plan - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.5 (File No. 001-07434).
10.27
Aflac Incorporated Employment Agreement with Akitoshi Kan, dated April 1, 2001, and amended February 1, 2005 - incorporated by reference from Form 8-K dated February 7, 2005, Exhibit 10.1 (File No. 001-07434).
10.28
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).
10.29
Aflac Employment Agreement with Joseph W. Smith, dated December 18, 1997, incorporated by reference from 2004 Form 10-K, Exhibit 10.29 (File No. 001-07434).
10.30
Fourth Amendment to the Aflac Incorporated Executive Deferred Compensation Plan (incorporated by reference from Form S-8 Registration Statement No. 333-69333, Exhibit 4), dated December 29, 2005 - incorporated by reference from 2005 Form 10-K, Exhibit 10.30 (File No. 001-07434).
10.31
First Amendment to the 2004 Aflac Incorporated Long-Term Incentive Plan (incorporated by reference from the 2004 Notice and Proxy Statement, Exhibit B), dated May 2, 2005 - incorporated by reference from Form 10-Q for March 31, 2005, Exhibit 10.1 (File No. 001-07434).
10.32
Second Amendment to the 2004 Aflac Incorporated Long-Term Incentive Plan (incorporated by reference from the 2004 Notice and Proxy Statement, Exhibit B), dated February 14, 2006.
*Management contract or compensatory plan or agreement
50
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.
President, Treasurer and
/s/ Kriss Cloninger III
Chief Financial Officer
(Kriss Cloninger III)
Senior Vice President,
/s/ Ralph A. Rogers Jr.
Financial Services; Chief
(Ralph A. Rogers Jr.)
Accounting Officer
Exhibit Index
*-
Statement regarding the computation of per-share earnings for the Registrant.
Statement regarding the computation of ratio of earnings to fixed charges for the Registrant.
Letter from KPMG LLP regarding unaudited interim financial information.
Certification of CEO dated May 8, 2006, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
Certification of CFO dated May 8, 2006, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
Certification of CEO and CFO dated May 8, 2006, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.