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 AFLAC INCORPORATED
1932 Wynnton Road

 Columbus, GA 31999

 April 28, 2026

 BY EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549-3561

 Attn: Madeleine J. Mateo

 Re: Aflac Incorporated
Registration Statement on Form S-3
File No. 333-295257

 Dear Ms. Mateo:

 Pursuant to Rule 461(a) under
the Securities Act of 1933, we respectfully request that the effective date of the registrant's above-referenced Registration Statement
on Form S-3 be accelerated by the Securities and Exchange Commission to 4:00 p.m. ET on May 1, 2026, or as soon as practicable thereafter,
or at such other time as the registrant or its legal counsel may request by telephone to the staff of the Securities and Exchange Commission.

 We request that we be notified
of such effectiveness by a telephone call to Dwight S. Yoo of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2573 and that
such effectiveness also be confirmed in writing.

 Very truly yours,

 AFLAC INCORPORATED

 By:
 /s/ Audrey Boone Tillman

 Name:
 Audrey Boone Tillman, Esq.

 Title:
 Executive Vice President & General Counsel

 cc: James Francis, Aflac Incorporated
Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2026

Daniel P. Amos
Chief Executive Officer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA 31999

 Re: Aflac Incorporated
 Registration Statement on Form S-3
 Filed April 23, 2026
 File No. 333-295257
Dear Daniel P. Amos:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Dwight Yoo, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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August 31, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention: John Stickel, Christian Windsor

VIA EDGAR

    Re:
    Aflac Incorporated

    Registration Statement on Form S-3

    File No. 333-273722

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Aflac Incorporated hereby respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3
(the “Registration Statement”), be accelerated and that such Registration Statement be declared effective at 4:00 p.m. Eastern
Time on Tuesday, September 5, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Sidley Austin LLP, by calling Robert A. Ryan at (212) 839-5931.

Thank you for your assistance in this matter.

Very truly yours,

/s/ Peter L. Summers

Peter L. Sumners

Counsel

United States securities and exchange commission logo
August 10, 2023
Daniel P. Amos
Chairman and Chief Executive Officer
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
Re:Aflac Incorporated
Registration Statement on Form S-3
Filed August 4, 2023
File No. 333-273722
Dear Daniel P. Amos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 or Christian Windsor, Legal Branch Chief,
at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 4546

May 22 , 2017

Via E -Mail
Mr. Frederick J. Crawford
Chief Financial Officer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re: Aflac Incorporated
 Form 10-K for the fiscal year ended December 31, 2016
Filed February 24, 2017
File No. 1-07434

Dear Mr. Crawford :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their  disclosures, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Sharon M. Blume

Sharon M. Blume
Accounting Branch Chief
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

		Document

June Howard

Senior Vice President

Chief Accounting Officer

Financial Services

May 11, 2017

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Aflac Incorporated

Form 10-K for the Year Ended December 31, 2016

Filed February 24, 2017

File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort to be transparent in our financial reporting in order to allow investors to understand Aflac Incorporated and its subsidiaries (the Company) and the matters which affect our financial position and results of operations. Below we have listed your comments for ease of reference and our responses.

Comment:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

7. Policy Liabilities, page 139

1. Please tell us how much of the favorable $465 million in claims development for prior years relates to the lines of business in Japan, separately breaking out the portion related to the impact of foreign exchange.  Also, provide us a description of those lines and an analysis explaining with more specificity the reason for the favorable development unrelated to foreign exchange.

Response:

See Exhibit A attached for proposed disclosure enhancements to our Form 10-Q Filing for the quarter ended June 30, 2017 and prospective filings.

Please tell us how much of the favorable $465 million in claims development for prior years relates to the lines of business in Japan, separately breaking out the portion related to the impact of foreign exchange.

The favorable claims development of $465 million is comprised of approximately $339 million from our third sector insurance lines of business in Japan and approximately $126 million from our U.S. business. Excluding the impact of foreign exchange of approximately $35 million, the favorable claim development attributable to our third sector insurance lines of business in Japan was approximately $304 million, representing approximately 66% of the total. We establish and carry, as a liability, reserves for incurred but not reported claims (IBNR) based on our “best estimate” each reporting period of how much will ultimately be required to pay for claims. We calculate these reserves using various assumptions and estimates. These assumptions and estimates are inherently uncertain. Accordingly, we cannot determine with precision the ultimate amounts that we will pay, or the timing of payment of actual claims. We evaluate our actual experience compared to our best estimate assumptions, which at times may indicate our assumptions and related reserves may need to be adjusted. As a result, we would incur an earnings impact in the period in which we determine such an increase or decrease exists, and these changes reflect our updated “best estimate” of reserves in the current period versus the prior period.

Also, provide us a description of those lines and an analysis explaining with more specificity the reason for the favorable development unrelated to foreign exchange.

Set forth below is a description of our third sector insurance lines of business in Japan, and the amounts include the impact of foreign exchange.

1.

 Cancer:  approximately $184 million

2.

 Medical:  approximately $120 million

3.

 Other:  approximately $35 million

1.

 Cancer:

These products provide lump-sum and daily indemnity amounts to cover hospitalization and treatments related to the incidence of cancer. The products can include death benefits and cash surrender values which are available upon voluntary surrender of the policy.

The approximately $184 million in favorable claims development attributable to our cancer line of business in Japan is comprised of the following:

a.

 Cancer Morbidity Trends - Approximately $145 million of the favorable claims development was attributable to major benefits, such as hospital, death, first occurrence and chemotherapy. We believe that factors such as advances in early-detection techniques, the increased use of pathological diagnosis rather than clinical exams, the use of outpatient services, and a trend toward more hospital stays of shorter duration have influenced cancer treatment in Japan in recent years.  As such, our Japan cancer morbidity trends have been favorable in recent years, driven by shorter hospital average length of stays resulting in current period favorable experience versus prior year best estimate. Our experience has shown continued favorable movements in the current period, not only from established benefits such as hospital, but also newer benefits, such as chemotherapy. We have reflected these continued trends as experience has developed in our IBNR estimates for new incurrals. Reflecting these trends, IBNR for prior year incurrals will naturally adjust in a favorable direction and prior year liabilities will develop favorably as lower amounts and shorter durations of claims are paid than previously estimated.

b.

 Other Cancer (primarily Cancer post-36 months) - Approximately $39 million of the favorable claims development was attributable to the completion of our current period best estimate analysis as compared to prior period. The analysis concluded that our IBNR for claims that were incurred more than 36 months prior could be reduced and we reduced these reserves consistent with the results of the analysis.

2.

 Medical:

These products provide daily indemnity benefit for hospital benefits, outpatient treatments and surgery lump-sum amounts. The products cover all causes including sickness and accidents.

2

Main drivers for favorable development are as follows:

Consistent with developments in Japan noted above, we have observed a continued trend toward more hospital stays of shorter duration in current year versus prior year. The approximately $120 million in favorable claims development attributable to our medical line of business in Japan is comprised of the following:

a.

 Medical Morbidity Trends - Approximately $96 million of the favorable claims development was attributable to major benefits, such as hospital and surgery. Overall, our medical line of business is newer than our cancer line, as we didn’t enter this line materially until 2002. Therefore, we have allowed more time to develop credible experience in updating our best estimate. Nevertheless, overall medical trends from our major benefits of hospitalization and surgery have been favorable in relation to our prior year best estimate. Reflecting these trends, IBNR for prior year incurrals will naturally adjust in a favorable direction and prior year liabilities will develop favorably as lower amounts and shorter durations of claims are paid than previously estimated.

b.

 Other - Approximately $24 million of the favorable claims development was attributable to the completion of our current period best estimate analysis as compared to prior period. As part of this analysis, we concluded that our IBNR for claims that were incurred more than 36 months prior could be reduced and we reduced these reserves consistent with the results of the analysis.

3.

 Other:

This includes other Japan miscellaneous accident and health products. The overall impact was not material compared to Cancer and Medical.

Thank you for your time and consideration. I look forward to discussing these items with you and your colleagues as needed. My contact information is (706) 660-7238 or jhoward@aflac.com.

Sincerely,

/s/ June Howard

June Howard

cc:    Mark Brunhofer, Senior Staff Accountant

Lisa Vanjoske, Assistant Chief Accountant

Attachments:

Exhibit A attached for proposed disclosure enhancements

3

Exhibit A

Proposed disclosure enhancements to our Form 10-Q Filing for the quarter ended June 30, 2017 and all prospective filings are indicated below via underline.

Reference: Pg.139 December 31, 2016 Form 10-K (excerpts below)

7. POLICY LIABILITIES

Changes in the liability for unpaid policy claims were as follows for the years ended December 31:

(In millions)

 2016

 2015

 2014

Unpaid supplemental health claims, beginning of year

 $

 3,548

 $

 3,412

 $

 3,537

Less reinsurance recoverables

 26

 7

 9

Net balance, beginning of year

 3,522

 3,405

 3,528

Add claims incurred during the year related to:

Current year

 7,037

 6,416

 6,866

Prior years

 (465

 )

 (353

 )

 (301

 )

Total incurred

 6,572

 6,063

 6,565

Less claims paid during the year on claims incurred during:

Current year

 4,613

 4,227

 4,532

Prior years

 1,865

 1,718

 1,873

Total paid

 6,478

 5,945

 6,405

Effect of foreign exchange rate changes on unpaid claims

 64

 (1

 )

 (283

 )

Net balance, end of year

 3,680

 3,522

 3,405

Add reinsurance recoverables

 27

 26

 7

Unpaid supplemental health claims, end of year

 3,707

 3,548

 3,412

Unpaid life claims, end of year

 338

 254

 218

Total liability for unpaid policy claims

 $

 4,045

 $

 3,802

 $

 3,630

Total incurred claims increased from 2015 to 2016 partially due to the impact of foreign exchange rates as well as normal increases in inforce and policyholder aging. The incurred claims development related to prior years reflects favorable claims experience compared to previous estimates, primarily in our lines of business in Japan.  The [favorable or unfavorable] claim development of $XXX million is comprised of approximately $XXX million from [Japan and/or U.S.], which represents approximately XX% of the total. Excluding the impact of foreign exchange of approximately $XXX million from 20XX to 20XX, the [Japan and/or U.S.] [favorable or unfavorable] claim development would have been approximately $XXX million, representing approximately XX% of the total.

We have experienced continued favorable claim trends in 2016 for our core health products in Japan. Our experience in Japan related to the average length of stay in the hospital for cancer treatment has shown continued decline in the current period. In addition, cancer treatment patterns in Japan are continuing to be influenced by significant advances in early-detection techniques and by the increased use of pathological diagnosis rather than clinical exams. Additionally, follow-up radiation and chemotherapy treatments are occurring more often on an outpatient basis. Such changes in treatment not only increase the quality of life and initial outcomes for the patients, but also decrease the average length of each hospital stay, resulting in favorable claim development.

As of December 31, 2016 and 2015, unearned premiums consisted primarily of discounted advance premiums on deposit. Discounted advance premiums are premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan limited-pay insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period. These advanced premiums represented 76% of the December 31, 2016 and 77% of the December 31, 2015 unearned premiums balances.

4

As of December 31, 2016 and 2015, the largest component of the other policyholders' funds liability is our annuity line of business in Aflac Japan. Our annuities have fixed benefits and premiums. These annuities represented 98% of both the December 31, 2016 and 2015 other policyholders' funds liability.

5

Mail Stop 4546

April 28, 2017

Via E -Mail
Mr. Frederick J. Crawford
Chief Financial Officer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re: Aflac Incorporated
 Form 10-K for the fiscal year ended December 31, 2016
Filed February 24, 2017
File No. 1-07434

Dear Mr. Crawford :

We have reviewed your filing an d have the following comment.  In our comment, we ask
you to provide us with information so we may better understand your disclosure.

Please respond to the comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to the comment, we may have  additional comments.

Notes to Consolidated Financial Statements
7. Policy Liabilities, page 139

1. Please t ell us how much of the favorable  $465 million in claims development for prior
years relates to the lines of business in Japan , separately breaking out the portion related
to the impact of foreign exchange . Also, provide us a description of those lines and an
analysis explaining with more specificity the reason for the favorable development
unrelated to foreign exchange .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Mr. Frederick J. Crawford
Aflac Incorporated
April 28, 2017
Page 2

 You may contact Lisa Vanjoske, Assistant Chief Acc ountant , at (202) 551 -3614  or Mark
Brunhofer, Senior Staff Accountant, at (202) 551 -3638 with any questions .  In this regard, do not
hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance

Mail Stop 4720

June 29, 2016

Via E -mail
Frederick J. Crawford
Executive Vice President and Chief Financial Officer
Aflac Incorporated
32 Wynnton Road
Columbus, Georgia   31999

Re: Aflac Incorporated
 Form 10-K for the Fis cal Year Ended December 31, 2015
Filed February 25, 2016
File No. 001-07434

Dear Mr. Crawford :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Sharon Blume

        Sharon Blume
Accounting Branch Chief
Office of Healthcare and Insurance

CORRESP
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		Document

June Howard

Senior Vice President

Chief Accounting Officer

Financial Services

June 23, 2016

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Aflac Incorporated

Form 10-K for the Year Ended December 31, 2015

Filed February 25, 2016

File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort to be transparent in our financial reporting in order to allow investors to understand Aflac Incorporated and its subsidiaries (the Company) and the matters which affect our financial position and results of operations. Below we have listed your comments for ease of reference and our responses.

Comment:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Insurance Revenue and Expense Recognition, page 90

1.

 We acknowledge your response to our prior comment 1. It is our understanding that you classify your supplemental health and life insurance policies as long-duration contracts. Please further revise your proposed health and life accounting policy disclosures to clarify;

•

 What you mean when you state that insurance premiums are recognized “ratably” over the life of the premium payment periods and how this policy complies with ASC 944-605-25-3 which states that premiums should be recognized over the premium payment periods when due from policy holders; and

•

 Your policy for unlocking assumptions that are established at the time the contract is issued.

Response:

See Exhibit A attached for proposed disclosure enhancements to our Form 10-K Filing for the year ended December 31, 2016 and all prospective filings.

Comment:

2.

 In addition, revise your accounting policy for deferred policy acquisition costs and/or policy liabilities to include the types of transactions that result in internal replacements (substantially unchanged and changed). For example, we note your disclosure on page 59 that you add riders to older policies to help offset the effect of negative interest spreads. We are unclear whether you consider this an internal replacement and if so, whether it results in a substantially unchanged or changed contract.

Response:

See Exhibit A attached for proposed disclosure enhancements to our Form 10-K Filing for the year ended December 31, 2016 and all prospective filings. Additionally, riders can be considered internal replacements that are either integrated or non-integrated resulting in either substantially changed or substantially unchanged treatment; riders are evaluated based on the specific facts and circumstances of the rider. As such we propose the following revision to our MD&A disclosure:

Reference: Pg.59 December 31, 2015 Form 10-K

We continue to monitor the spread between our new money yield and the required interest assumption for newly issued products in both the United States and Japan and will re-evaluate those assumptions as necessary. Over the next two years, we have yen-denominated securities that will mature with yields in excess of Aflac Japan's current net investment yield of 2.82%. These securities total $723 million at amortized cost and have a weighted average yield of 4.23%. Currently, when debt and perpetual securities we own mature, the proceeds may be reinvested at a yield below that of the interest required for the accretion of policy benefit liabilities on policies issued in earlier years. Overall, adequate profit margins exist in Aflac Japan's aggregate block of business because of changes in the mix of business and favorable experience from mortality, morbidity and expenses.

Thank you for your time and consideration. I look forward to discussing these items with you and your colleagues as needed. My contact information is (706) 660-7238 or jhoward@aflac.com.

Sincerely,

/s/ June Howard

June Howard

cc:    Ibolya Ignat, Senior Staff Accountant

Sharon Blume, Accounting Branch Chief

Attachments:

Exhibit A attached for proposed disclosure enhancements

2

Exhibit A

Proposed disclosure enhancements to our Form 10-K Filing for the year ended December 31, 2016 and all prospective filings are indicated below via underline.

Reference: Pg.90 December 31, 2015 Form 10-K

Insurance Revenue and Expense Recognition: The supplemental health and life insurance policies we issue are classified as long-duration contracts. The contract provisions generally cannot be changed or canceled during the contract period; however, we may adjust premiums for supplemental health policies issued in the United States within prescribed guidelines and with the approval of state insurance regulatory authorities.

Insurance premiums for most of the Company's health and life policies, including Cancer, Accident, Hospital, Critical Illness, Dental, Vision, Term Life, Whole Life, Long Term Care and Disability, are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. When revenues are reported, the related amounts of benefits and expenses are charged against such revenues, so that profits are recognized in proportion to premium revenues during the period the policies are expected to remain in force. This association is accomplished by means of annual additions to the liability for future policy benefits and the deferral and subsequent amortization of policy acquisition costs.

Premiums from the Company's products with limited-pay features, including Term Life, Whole Life, WAYS, and Child Endowment, are collected over a significantly shorter period than the period over which benefits are provided. Premiums for these products are recognized as revenue over the premium-paying periods of the contracts when due from policyholders. Any gross premium in excess of the net premium is deferred and recorded in earnings, such that profits are recognized in a constant relationship with insurance in force. Benefits are recorded as an expense when they are incurred. A liability for future policy benefits is recorded when premiums are recognized using the net premium method.

At the policyholder's option, customers can also pay discounted advanced premiums for certain of our products. Advanced premiums are deferred and recognized when due from policyholders over the regularly scheduled premium payment period.

The calculation of deferred policy acquisition costs (DAC) and the liability for future policy benefits requires the use of estimates based on sound actuarial valuation techniques. For new policy issues, we review our actuarial assumptions and deferrable acquisition costs each year and revise them when necessary to more closely reflect recent experience and studies of actual acquisition costs. For policies in force, we evaluate DAC by major product groupings to determine that they are recoverable from future revenues, and any amounts determined not to be recoverable are charged against net earnings. We have not had any material charges to earnings for DAC that was determined not to be recoverable in any of the years presented in this Form 10-K.

Reference: Pg.93 December 31, 2015 Form 10-K

Deferred Policy Acquisition Costs: Certain direct and incremental costs of acquiring new business are deferred and amortized with interest over the premium payment periods in proportion to the ratio of annual premium income to total anticipated premium income. Anticipated premium income is estimated by using the same mortality, persistency and interest assumptions used in computing liabilities for future policy benefits. In this manner, the related acquisition expenses are matched with revenues. Deferred costs include the excess of current-year commissions over ultimate renewal-year commissions and certain incremental direct policy issue, underwriting and sales expenses. All of these incremental costs are directly related to successful policy acquisition.

For some products, policyholders can elect to modify product benefits, features, rights or coverages by exchanging a contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. These transactions are known as internal replacements. The Company performs a two-stage analysis of the internal replacements to determine if the modification is substantive to the base policy.  The stages of evaluation are as follows: 1) determine if the modification is integrated with the base policy, and 2) if it is integrated, determine if the resulting contract is substantially changed.

For internal replacement transactions where the resulting contract is substantially unchanged, the policy is accounted for as a continuation of the replaced contract. Unamortized deferred acquisition costs from the original

3

policy continue to be amortized over the expected life of the new policy, and the costs of replacing the policy are accounted for as policy maintenance costs and expensed as incurred.  Examples include conversions of same age bands, certain family coverage changes, pricing era changes (decrease), and ordinary life becomes reduced paid-up and certain reinstatements.

An internal replacement transaction that results in a policy that is substantially changed is accounted for as an extinguishment of the original policy and the issuance of a new policy. Unamortized deferred acquisition costs on the original policy are immediately expensed, and the costs of acquiring the new policy are capitalized and amortized in accordance with our accounting policies for deferred acquisition costs. Further, the policy reserves are evaluated based on the new policy features, and any change (up or down) necessary is recognized at the date of contract change/modification. Examples include conversions-higher age bands, certain family coverage changes, pricing era changes (increase), lapse & re-issue, certain reinstatements and certain contract conversions.

Riders can be considered internal replacements that are either integrated or non-integrated resulting in either substantially changed or substantially unchanged treatment.  Riders are evaluated based on the specific facts and circumstances of the rider and are considered expansion of the existing benefits with additional premium required.  Non-integrated riders to existing contracts do not change the Company's profit expectations for the related products and are treated as a new policy establishment for incremental coverage.

 We measure the recoverability of DAC and the adequacy of our policy reserves annually by performing gross premium valuations on our business. Our testing indicates that our DAC is recoverable and our policy liabilities are adequate. (See the following discussion for further information regarding policy liabilities.)

Policy Liabilities: Future policy benefits represent claims that are expected to occur in the future and are computed by a net level premium method using estimated future investment yields, persistency and recognized morbidity and mortality tables modified to reflect our experience, including a provision for adverse deviation. These assumptions are generally established and considered locked at policy inception. These assumptions may only be unlocked in certain circumstances based on the results of periodic DAC recoverability and premium deficiency testing.

Unpaid policy claims are estimates computed on an undiscounted basis using statistical analyses of historical claims experience adjusted for current trends and changed conditions. The ultimate liability may vary significantly from such estimates. We regularly adjust these estimates as new claims experience emerges and reflect the changes in operating results in the year such adjustments are made.

Other policy liabilities consist primarily of discounted advance premiums on deposit from policyholders in conjunction with their purchase of certain Aflac Japan limited-pay insurance products. These advanced premiums are deferred upon collection and recognized as premium revenue over the contractual premium payment period.

For internal replacements that are determined to not be substantially unchanged, policy liabilities related to the original policy that was replaced are immediately released, and policy liabilities are established for the new insurance contract; however, for internal replacements that are considered substantially unchanged, no changes to the reserves are recognized.

4

Mail Stop 4720

June 10, 2016

Via E -mail
Frederick J. Crawford
Executive Vice President and Chief Financial Officer
Aflac Incorporated
32 Wynnton Road
Columbus, Georgia   31999

Re: Aflac Incorporated
 Form 10-K for the Fis cal Year Ended December 31, 2015
Filed February 25, 2016
File No. 001-07434

Dear Mr. Crawford :

We have reviewed  your May 11, 2016 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe a
commen t applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our reference to a prior comment is to the comment in our April 28,
2016 letter .

Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Insurance Revenue and Expense  Recognition, page 90

1. We acknowledge your response to our prior comment  1. It is our understanding that you
classify your supplemental health and life insurance policies as long -duration contracts.
Please further revise your proposed health and life accou nting policy disclosures to
clarify;
 What you mean when you state that insurance premiums are recognized “ratably”
over the life of the premium payment periods and  how this policy complies with ASC
944-605-25-3 which states that premiums should be recogn ized over the premium
payment periods when due from policy holders;  and

Frederick J. Crawford
 Aflac Incorporated
 June 10, 2016
 Page 2

  Your policy for unlocking assumptions that are established at the time the contract is
issued.

2. In addition, revise your accounting policy for deferred policy acquisition costs and/or
policy liabilities to include t he types of transactions that result in internal replacements
(substantially unchanged and changed) .  For example, we note your disclosure on page
59 that you add riders to older policies to help offset the effect of negative interest
spreads.  We are unclear whether you consider this an internal replacement and if so,
whether it results in a substantially unchanged or changed contract.

You may contact Ibolya Ignat , Senior Staff Accountant, at (202) 551 -3636 or Sharon
Blume, Accounting Branch Chief at (202) 551 -3474 if you have any questions regarding the
comment.  In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of He althcare and Insurance

CORRESP
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filename1.htm

		SEC Document

June Howard

Senior Vice President

Chief Accounting Officer

Financial Services

May 11, 2016

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Aflac Incorporated

Form 10-K for the Year Ended December 31, 2015

Filed February 25, 2016

File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort to be transparent in our financial reporting in order to allow investors to understand Aflac Incorporated and its subsidiaries (the Company) and the matters which affect our financial position and results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are presented in disclosure format as requested.

Comment:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Insurance Revenue and Expense Recognition, page 90

1.

 On page 134, you indicate that the largest component of the other policyholders' funds liability is your annuity line of business in Aflac Japan. However, your accounting policy does not appear to specifically address your annuity products. Please provide us your accounting policies for revenue and expense recognition separately for each major product type (ex: Medical, Cancer, WAYS etc.) including reference to the specific literature that supports your accounting. Ensure your response provides sufficient detail to allow for an evaluation of each significant accounting policy. For example, you should address your products with limited-pay features separately from your annuity and other products and describe your accounting policies for revenues, policy liabilities and deferred policy acquisition costs for each product type, as applicable. In addition:

•

 List and explain the significant contract features by product type. For example, it is unclear from your current disclosure whether the terms of your products with limited-pay features are fixed and guaranteed.

•

 Explain how revenue and expense recognition differs for products sold through independent agents vs. products sold by the Company; and

•

 Indicate how you evaluate the significance of each contract feature and its impact on the pattern of revenue recognition (a) at the time the contract is entered into, (b) throughout the contract term for

periodic reporting and (c) at contract modification. Address termination, surrender and modification provisions and all contract riders as applicable; and

•

 Provide us your accounting policy for contract modifications by product type and reference the specific literature that supports your accounting.

Responses:

Annuity Products:

•

 The largest component of the other policyholders' funds liability is your annuity line of business in Aflac Japan.

•

 Accounting policy for annuity products.

Response:

Please refer to our previous letter regarding annuity cash flow treatment which indicates our considerations regarding the immateriality of the Japan Annuity Business to the financial statements, see letter dated July 8, 2014 attached as Exhibit C.

As disclosed in our December 31, 2015 Form 10-K, Footnote 7, pg. 145; as of December 31, 2015 and 2014, the largest component of the other policyholders' funds liability is our annuity line of business in Aflac Japan. Our annuities have fixed benefits and premiums. These annuities represented $6.1 billion and $5.9 billion or 98% of the December 31, 2015 and 2014 other policyholders' funds liability, respectively.

However, our annuity business continues to be a small part of our Aflac Japan business having approximately a 1% impact on our net earnings. Moreover, given the sustained low interest rate environment in Japan, we do not expect our annuity business to grow significantly in the near future. In fact, the Company has introduced measures including sales caps and commission limits to reduce sales in the product line. As a result, the Company proposes to retain its current disclosure in other policyholders’ funds and will continue to monitor the activity and volume of fixed annuity business and evaluate the need to provide separate presentation and disclosure if this product becomes a more material part of the Company’s overall business in the future.

See Exhibit A attached for Accounting Policies by Product Types and Significant Contract Features for each major product type including products with limited-pay features separately from annuity and other products.

Additionally, for the information of the Commission Staff, we have included more details following regarding our accounting policies for fixed annuities, deferred acquisition costs (including internal replacements) and other products (including contract features).

Accounting Policy for Annuity Products and associated Deferred Acquisition Costs (DAC)- Accounted for as investment contracts.  The Japan Annuity product is classified, per ASC 944 Financial Services-Insurance (formerly FAS 97), as a long-duration investment contract which provides guaranteed future benefits for a fixed premium, and a guaranteed future cash value. We establish reserves for our fixed annuity products in accordance with U.S. GAAP. For our fixed annuity contracts, we record liabilities for contract holder balances that represent cumulative deposits plus credited interest, less payments related to contract terminations.

In accordance with ASC 944-825-25-1 and 25-2, the Company does not record payments received for investment contracts as revenues. The annuity deposits are reported as liabilities, and accounted for in a manner consistent with the accounting for interest-bearing or other financial instruments. Aflac Japan Annuity premiums are held in a deposit fund. This fund is comparable to a financial instrument or a deposit-type contract. The premium deposit fund accrual is based upon the Net Benefit Reserve (NBR) required to meet obligations to the contract holders.

The Japan Annuity acquisition costs through December 31, 2015 have not been deferred due to uncertainty of profitability. The uncertainty of profitability is driven by overall macroeconomic environment including

2

sustained low interest rate environment (currently even allowing for negative interest rates in Japan), and investment portfolio performance, including impairments of assets used to back annuity products. As previously noted, the Company has introduced efforts to limit sales of the annuity product given the interest rate environment. As a result, for the year ended December 31, 2015 and all periods prior, the Company determined not to defer the related acquisition costs, which would have been required to be written off based on product and portfolio experience during the same historical period. The Company will continue to actively monitor the annuity profitability and will begin deferring costs should the economic environment change and DAC balances are determined to be recoverable. The Company disclosed its accounting policy for DAC recoverability in the December 31, 2015 Form 10-K Filing in Note 1, Summary of Significant Accounting Policies, Insurance Revenue and Expense Recognition on Page 90.

Accounting Policies by Product Types and Significant Contract Features:

•

 Accounting policies for revenue and expense recognition separately for each major product type including products with limited-pay features separately from annuity and other products

•

 Accounting policies for revenues, policy liabilities and deferred policy acquisition costs for each product type, as applicable).

•

 Provide sufficient detail to allow for an evaluation of each significant accounting policy.

•

 Significant contract features by product type including products with limited-pay features are fixed and guaranteed.

•

 Significance of each contract feature and its impact on the pattern of revenue recognition (a) at the time the contract is entered into, (b) throughout the contract term for periodic reporting

Reponse:

As disclosed in our December 31, 2015 Form 10-K Filling in Part I, Item 1. Business, the Company offers voluntary, fixed benefit, insurance policies in Japan and the United States that provide a layer of financial protection against income and asset loss. The foundation of Aflac Japan's product portfolio has been, and continues to be, our third sector cancer and medical products. Aflac Japan also sells voluntary supplemental insurance products, including care plans, living benefit life plans, ordinary life insurance plans and annuities. Aflac U.S. sells voluntary supplemental insurance products including products designed to protect individuals from depletion of assets (accident, cancer, critical illness/ care, hospital intensive care, hospital indemnity, fixed-benefit dental, and vision care plans) and loss-of-income products (life and short-term disability plans). For additional information of new sales by product type please refer to our MD&A disclosures in the December 31, 2015 Form 10-K Filing in Item 7, Aflac Japan Sales and Aflac U.S. Sales on Pages 45 and 50, respectively.

Our policies are guaranteed renewable for the life of the policy, and generally we only modify for enhancements to benefits by issuing product riders or new product versions. New riders, new product versions or policy issuance elections are at the policyholders’ discretion. For certain modifications, we follow ASC 944-30 (formerly SOP 05-1) for internal replacements in which we could possibly re-price, re-underwrite, change benefits, write off DAC/NBR, and establish a new DAC/NBR. See further discussion below regarding internal replacements. The Company’s accounting policy for deferred acquisition costs is disclosed in the December 31, 2015 Form 10-K Filing in Footnote 1, Significant Accounting Policies, Deferred Acquisition Costs on Page 93.

See Exhibit A attached for Accounting Policies by Product Types and Significant Conctract Features for each major product type including products with limited-pay features separately form annuity and other products.

See Exhibit B attached for proposed disclosure enhancements to our Footnote 1, Significant Accounting Policies, which will begin with the Form 10-K Filing for the year ended December 31, 2016 and all prospective filings.

3

Distribution Channels:

•

 Explain how revenue and expense recognition differs for products sold through independent agents vs. products sold by the Company.

Response:

None of our products are sold directly by the Company. For more detailed discussion of our distribution channels, refer to our December 31, 2015 Form 10-K Filing, Part I, Item 1. Business on pages. 4 - 5.  All acquisition costs, regardless of distribution channel, are evaluated for adherence to deferral criteria of ASC 944-30, which is disclosed in the December 31, 2015 Form 10-K Filing in Footnote 1, Significant Accounting Policies, Deferred Acquisition Costs on Page 93.

Contract Modifications:

•

 (c) at contract modification. Address termination, surrender and modification provisions and all contract riders as applicable; and

•

 Provide us your accounting policy for contract modifications by product type and reference the specific literature that supports your accounting.

Response:

As disclosed in our December 31, 2015 Form 10-K Filing, Footnote 1, Significant Accounting Policies, Deferred Acquisition Costs on page 93; for some products, policyholders can elect to modify product benefits, features, rights or coverages by exchanging an existing contract for a new contract or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. These transactions are known as internal replacements.

For internal replacement transactions where the resulting contract is substantially unchanged, the policy is accounted for as a continuation of the replaced contract. Unamortized deferred acquisition costs from the original policy continue to be amortized over the expected life of the new policy, and the costs of replacing the policy are accounted for as policy maintenance costs and expensed as incurred.

An internal replacement transaction that results in a policy that is substantially changed is accounted for as an extinguishment of the original policy and the issuance of a new policy. Unamortized deferred acquisition costs on the original policy are immediately expensed, and the costs of acquiring the new policy are capitalized and amortized in accordance with our accounting policies for deferred acquisition costs. Further, the policy reserves are evaluated based on the new policy features, and any change (up or down) necessary is recognized at the date of contract change/modification.

Riders are considered expansion of the existing benefits with additional premium required.  The addition of riders to existing contracts does not change the Company's profit expectations for the related products.  Riders are treated as a new policy establishment for incremental coverage.

We have contract modifications that occur periodically. We adhere to the governance and follow the guidance for modifications, terminations, and surrenders as prescribed by ASC 944-30 (formerly SOP 05-01). Additionally, to support our conclusions on modifications as either substantive or non-substantive we perform cash flow analyses.

In responding to your comments, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

4

Thank you for your time and consideration.  I look forward to discussing these items with you and your colleagues as needed.  My contact information is (706) 660-7238 or jhoward@aflac.com.

Sincerely,

/s/ June Howard

June Howard

cc:    Ibolya Ignat, Senior Staff Accountant

Sharon Blume, Accounting Branch Chief

Attachments:

Exhibit A attached for details by product type

Exhibit B attached for proposed disclosure enhancements

Exhibit C attached Aflac Comment Letter Response dated July 8, 2014

5

Exhibit A

Attached for Accounting Policies by Product Types and Significant Contract Features for each major product type including products with limited-pay features separately from annuity and other products.

Aflac

Details by Product Type

 Risks Mitigated

 Accounting

 Income Loss

 Asset Loss

 Medical Costs

 Accounting Disclosure in

Product Description

 Model

 Benefit Features

 Premium Features

 12/31/15 Form 10-K

Japan or US

Supplemental medical, including:

     Cancer

     Accident

     Critical Illness

 ASC 944 (formerly FAS 60)

 l

 Fixed benefits

 Fixed premiums and payable over life of contract

 Footnote #1 "Insurance Revenue and Expense Recognition " on page 90

Supplemental medical, including:

     Hospital

     Dental (US only)

     Vision (US only)

 ASC 944 (formerly FAS 60)

 l

 Fixed benefits

 Fixed premiums and payable over life of contract

 Footnote #1 "Insurance Revenue and Expense Recognition " on page 90

Term Life

 ASC 944 (formerly FAS 60)

 l

 Fixed benefits

 Fixed premiums and payable over life of contract

 Footnote #1 "Insurance Revenue and Expense Recognition " on page 90

Whole Life

 ASC 944 (formerly FAS 60)

 l

 Fixed benefits

 Fixed premiums and payable over life of contract

 Footnote #1 "Insurance Revenue and Expense Recognition " on page 90

Long Term Care

 ASC 944 (formerly FA

Mail Stop 4720

April 2 8, 2016

Via E -mail
Frederick J. Crawford
Executive Vice President and Chief Financial Officer
Aflac Incorporated
32 Wynnton Road
Columbus, Georgia   31999

Re: Aflac Incorporated
 Form 10-K for the Fis cal Year Ended December 31, 2015
Filed February 25, 2016
File No. 001-07434

Dear Mr. Crawford :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  In our comment , we ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments  within 10 business days by providing the requested
information or advise  us as soon as possible when you will respond .  If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments , we may have additional comments .

Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Insurance Revenue and Expense Recognition, page 90

1. On page 134, you indicate that the largest component of the other policyholders' funds
liability is your annuity line  of business in Aflac Japan.  However, your accounting policy
does not appear to specifically address your annuity products.  Please provide us your
accounting policies for revenue and expense recognition separately for each major
product type (ex: Medical , Cancer, WAYS etc.) including reference to the specific
literature that supports your accounting.  Ensure your response provides sufficient detail
to allow for an evaluation of each significant accounting policy.  For example, you should
address your prod ucts with limited -pay features separately from your annuity and other
products and describe your accounting policies for revenues, policy liabilities and
deferred policy acquisition costs for each product type, as applicable.  In addition:

Frederick J. Crawford
 Aflac Incorporated
 April 28, 2016
 Page 2

  List and explain the significant contract features by product type.  For example, it is
unclear from your current disclosure whether the terms of your products with limited -
pay features are fixed and guaranteed.
 Explain how revenue and expense recognition differs for products sold through
independent agents vs. products sold by the Company; and
 Indicate how you evaluate the significance of each contract feature and its impact on
the pattern of revenue recognition (a) at the time the contract is entered into, (b)
throughout the contract term for periodic reporting and (c) at contract modification.
Address termination, surrender and modification provisions and all contract riders as
applicable; and
 Provide us your accounting policy for contract mo difications by product type and
reference the specific literature that supports your accounting.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informatio n the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosu res they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securi ties laws of the United States.

You may contact Ibolya Ignat , Senior Staff Accountant, at (202) 551 -3636 or Sharon
Blume, Accounting Branch Chief at (202) 551 -3474 if you have any questions regarding the
comment.  In this regard, do not hesitate to contac t me at (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance

August 7 , 2014

Via E -mail
Mr. Kriss Cloninger III
President, Chief Financial  Officer , Treasurer  and Director
Aflac Incorporated
1932 Wynnton Road
Columbus, GA 31999

Re: Aflac Incorporated
Form 10-K for  the Year Ended December 31 , 2013
Filed February 27 , 201 4
File No. 001-07434

Dear M r. Cloninger :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		SEC Comment Letter Response

June Howard

Senior Vice President

Chief Accounting Officer

Financial Services

July 8, 2014

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Aflac Incorporated

Form 10-K for the Year Ended December 31, 2013

Filed February 27, 2014

File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort to be transparent in our financial reporting in order to allow investors to understand Aflac Incorporated and its subsidiaries (the Company) and the matters which affect our financial position and results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are presented in disclosure format as requested.

Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A),

Notes Payable, page 71

1.

 You disclose the ratio of adjusted debt to total capitalization. You define adjusted debt as the sum of gross notes payable, less 50% of your subordinated debentures and the portion of your senior notes designated as pre-funding of your 2014 maturities. For total capitalization, you define it as the sum of adjusted debt plus shareholders’ equity, excluding the unrealized gains and losses on investment securities and derivatives. Tell us why this ratio is not a non-GAAP measure and why you do not provide all the disclosures required under Item 10(e)(1)(i) of Regulation S-K.

Response:

In response to your comment, we propose to make the following changes to our MD&A Notes Payable disclosure beginning with the Form 10-Q for the quarter ending June 30, 2014 and for all prospective filings.

Notes payable totaled $4.9 billion at December 31, 2013, compared with $4.4 billion at December 31, 2012. [Omit the debt to total capitalization disclosure.] See Note 9 of the accompanying Notes to the Consolidated Financial Statements for additional information on our notes payable.

The Company proposes to remove the debt to total capitalization ratio from the MD&A disclosure and disclose it in the Financial Analyst Briefing materials uploaded each quarter to the Aflac.com website and not filed with or furnished to the SEC.

While the adjusted debt to capitalization ratio can be identified as a non-GAAP measure, the Company did not deem it necessary to include the disclosures required under Item 10(e)(1)(i) of Regulation S-K because the non-adjusted debt to capitalization ratio is not a required SEC disclosure. We see this disclosure as different in nature to the operating income, which we clearly define and numerically reconcile to net income as required. Since this ratio is not a required disclosure, but rather additional information voluntarily supplied by the Company, we thought it adequate to fully define the calculation and how it was derived in the Form 10-K.

When calculating the Company’s debt to capital ratio, certain rating agencies provide a percentage of equity credit based on the structure of the $500 million of subordinated debt that the Company issued in September 2012. Equity credit means that the rating agencies exclude a portion of the subordinated debt when calculating the Company’s leverage ratio. S&P provides 100% equity credit and Moody’s provides 25% equity credit. In terms of internal reporting, the Company monitors its S&P and Moody’s ratio along with an internal ratio. Given that S&P and Moody’s apply different percentages of equity credit, the Company blended the two together and assumed a 50% equity credit for internal reporting. Without taking this adjustment into consideration, the ratio of debt to total capitalization (debt plus shareholders’ equity, excluding the unrealized gains and losses on investment securities and derivatives) was 26.5% and 24.5%  as of December 31, 2013 and 2012, respectively. However, when calculating this ratio utilizing adjusted debt (the sum of gross notes payable, less 50% of our subordinated debentures and the portion of our senior notes designated as pre-funding of our maturities), the ratio of adjusted debt to total capitalization was 24.3% and 23.4% as of December 31, 2013 and 2012, respectively.

Management believed the information that was provided in the Form 10-K related to the debt to capital ratio was presented in a consistent format with how the rating agencies view this information. Due to the credit agencies applying different percentages of equity credit, the Company concluded that calculating the debt to capital ratio using a blended 50% equity credit was the best and most meaningful way to present this information to the public.

Comment:

Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page 86

2.

 Please tell us to what contracts the line item “Changes in investment-type contracts, net” as presented within cash flow from financing activities refers, the amount of these contracts at December 31, 2013, and where they are classified in your balance. Further, provide us your analysis under ASC 230-10-45 supporting this net presentation.

Response:

The investment-type contracts are fixed annuity contracts that were issued by the Aflac Japan business segment. As of December 31, 2013, these annuity deposit fund liabilities of $5.5 billion were included in the line item “Other policyholders’ funds” on the Company’s consolidated balance sheet, which was approximately 6% of total policy liabilities. For the year ended December 31, 2013, total earnings attributable to the annuity product line is estimated to be approximately 1% of net earnings.

While the guidance under ASC 230-10-45-8 does suggest that in certain circumstances the gross presentation in the cash flow statement is appropriate, the Company has determined that for Aflac the gross cash receipts and payments related to the fixed annuity product is not necessary to understand the Company’s operating, investing, and financing activities. The reasons for this conclusion are that the fixed annuity product is not a significant line of business for the Company and the outflows associated with this business are not material.

For detailed consideration, the Company's fixed annuity business is small in relation to our total Aflac Japan business and is not a significant driver of revenues or net income. In addition, the balances in the "Change in investment-type contracts, net" line item within cash flow from financing activities were primarily derived from cash inflows, with only small and relatively consistent outflow activity. Cash inflows totaled $1.9 billion, $1.6 billion and $835 million for the years ended December 31, 2013, 2012 and 2011, respectively, while

2

the related cash outflows that were netted against these balances were only $122 million, $112 million and $102 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company believes that readers of our financial statements would derive no added value from the additional gross up presentation within cash flow from financing activities associated with the Company’s fixed annuity business.

Due to the rationale above, the Company proposes to retain its presentation of the "Change in investment-type contracts, net" line item within cash flow from financing activities. The Company will continue to monitor the activity and volume of fixed annuity business and evaluate the need to provide the gross inflow and outflow information if this product becomes a more material part of the Company’s overall business in the future.

In responding to your comments, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your time and consideration.  I look forward to discussing these items with you and your colleagues as needed.  My contact information is (706) 660-7238 or jhoward@aflac.com.

Sincerely,

/s/ June Howard

June Howard

cc:    Andrew Mew, Senior Assistant Chief Accountant

James Peklenk, Staff Accountant

3

June 25, 2014

Via E -mail
Mr. Kriss Cloninger III
President, Chief Financial  Officer , Treasurer  and Director
Aflac Incorporated
1932 Wynnton Road
Columbus, GA 31999

Re: Aflac Incorporated
Form 10-K for  the Year Ended December 31 , 2013
Filed February 27 , 201 4
File No. 001-07434

Dear M r. Cloninger :

We have reviewed your filing and have the following comments.   In our comments, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe  a comment appl ies to your facts a nd circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
Note Payable, page 71

1. You disclose  the ratio of adjusted debt to total capitalization . You define adjusted debt as
the sum of gross notes payable, less 50% of your subordinated debentures and the portion
of your senior notes designated as pre -funding of your 2014 maturities.  For total
capitalization , you define it  as the sum of adjusted debt p lus shareholders’ equity,
excluding the unrealized gains and losses on investment securities and derivatives.  Tell
us why this ratio is not a  non-GAAP measure  and why you do not provide all of the
disclosures required under Item 10(e)(1)(i) of Regulation S-K.

Mr. Kriss Cloninger III
Aflac Incorporated
June 25, 2014
Page 2

 Financial Statements and Supplementary Data
Consolidated Statements of Cash Flows, page 86

2. Please tell us to what contracts the line item “Changes in investment -type contracts, net”
as presented within cash flow from financing activities refers,  the amount of these
contracts  at December 31, 2013, and where they are classified in your balance. Further,
provide us your analysis under ASC 230 -10-45 supporting this net presentation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact James Peklenk, Staff Accountant, at (202) 551 -3661 or Andrew Mew ,
Senior Assistant Chief Accountant , at (202) 551 -3377 if you have any questions regarding the
comments .  In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

June 15, 2011
  Via E-mail

Ms. June Howard  Senior Vice President and Chief Accounting Officer Aflac Incorporated

1932 Wynnton Road
Columbus, GA  31999

Re: Aflac Incorporated
Form 10-K for the Year Ended December 31, 2010
Filed February 25, 2011
File No. 001-07434

Dear Ms. Howard:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

Gus Rodriguez
Accounting Branch Chief

May 16, 2011
  Ms. June Howard  Senior Vice President and Chief Accounting Officer Aflac Incorporated

1932 Wynnton Road
Columbus, GA  31999

Re: Aflac Incorporated
Form 10-K for the Year Ended December 31, 2010
Filed February 25, 2011
File No. 001-07434

Dear Ms. Howard:

We have reviewed your April, 19, 2011 respons e to our April 6, 2011 letter and have the
following comment.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provid e the requested response.  Please furnish us a
letter on EDGAR under the form type label CORRE SP that keys your response to our comment.

After reviewing your response to the comment, we may have additi onal comments.
 Financial Statements

Consolidated Statements of Comp rehensive Income (Loss), page 79

1. Although your proposed disclosure  provided in response to co mment one provides clarity
on the tax effects included in other comprehensive income and accumulated other comprehensive income, it does not appear to explain the significant fluctuation in the
effective tax rate applicable to other comp rehensive income in each year presented.
Please provide us proposed revised disclosure to be included in future periodic reports
that explains why your effective tax rate on other comprehensive income fluctuated from
50.6% in 2008 to 36.5% in 2009 to (3.4%) in 20 10.  In your proposed revised disclosure
please quantify the income tax effect of the dollar-denominated investment portfolio held
by Aflac Japan.

Ms. June Howard  Aflac Incorporated

May 16, 2011
 Page 2

 Please contact Kei Nakada, Staff Accountan t, at (202) 551-3659 or Mark Brunhofer,
Senior Staff Accountant, at ( 202) 551-3638, if you have questions regarding the comment.  In
this regard, do not hesitate to contact me, at (202) 551-3679.
 Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Response to SEC comments

 June Howard

 Senior Vice
President

 Chief Accounting Officer

Financial Services

 May 27, 2011

Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

Re:
Aflac Incorporated

 Form 10-K for the Year Ended
December 31, 2010

 Filed February 25, 2011

 File Number: 001-07434

 Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort
to be transparent in our financial reporting in order to allow investors to understand our Company and the matters which affect our financial position and results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are presented in disclosure format as requested.

 Comment:

 Financial Statements

 Consolidated Statements of Comprehensive Income (Loss), page 79

1.
Although your proposed disclosure provided in response to comment one provides clarity on the tax effects included in other comprehensive income and accumulated other
comprehensive income, it does not appear to explain the significant fluctuation in the effective tax rate applicable to other comprehensive income in each year presented. Please provide us proposed revised disclosure to be included in future
periodic reports that explains why your effective tax rate on other comprehensive income fluctuated from 50.6% in 2008 to 36.5% in 2009 to (3.4%) in 2010. In your proposed revised disclosure please quantify the income tax effect of the
dollar-denominated investment portfolio held by Aflac Japan.

 Response:

The dollar-denominated portfolio that Aflac Japan maintains on behalf of Aflac U.S., at fair value, ranged from $3.1 billion to $5.3 billion in the
years 2008 through 2010. The other comprehensive income tax effects related to the Aflac Japan dollar-denominated investment portfolio were a tax benefit of $322 million in 2010, tax expense of $12 million in 2009, and a tax benefit of $360 million
in 2008. These amounts are all related to the yen/dollar exchange rate movement between years. The yen/dollar exchange rate as of December 31 was 81.49 in 2010, 92.10 in 2009, 91.03 in 2008, and 114.15 in 2007. Excluding the tax amounts related
to this portfolio from total taxes on other comprehensive income would result in an effective income tax rate on pretax other comprehensive income (loss) of 31% in 2010, 35% in 2009, and 39% in 2008.

 In response to your comment, we propose to enhance the disclosure included in Note 1, Summary of
Significant Accounting Policies, Translation of Foreign Currencies and Income Taxes sections, beginning with the 10-Q for the quarter ending June 30, 2011 as follows:

Translation of Foreign Currencies: The functional currency of Aflac Japan’s insurance operations is
the Japanese yen. We translate our yen-denominated financial statement accounts into U.S. dollars as follows. Assets and liabilities are translated at end-of-period exchange rates. Realized gains and losses on security transactions are translated at
the exchange rate on the trade date of each transaction. Other revenues, expenses and cash flows are translated using average exchange rates for the year. The resulting currency translation adjustments are reported in accumulated other comprehensive
income. We include in earnings the realized currency exchange gains and losses resulting from transactions.

Aflac Japan maintains an investment portfolio of dollar-denominated securities on behalf of Aflac U.S., which serves as an
economic currency hedge of a portion of our investment in Aflac Japan. The functional currency for these investments is the U.S. dollar. The related investment income and realized/unrealized investment gains and losses are also denominated in
U.S. dollars. Since the functional currency of Aflac Japan’s dollar-denominated portfolio is the U.S. dollar, there is no translation adjustment to record in other comprehensive income for these investments when the yen/dollar exchange rate
changes. However, the foreign exchange gains and losses related to this portfolio are taxable in Japan and the U.S. when the securities mature or are sold. Until maturity or sale, deferred tax expense or benefit associated with the foreign exchange
gains or losses are recognized in the income tax expense on other comprehensive income.

 We have designated
the yen-denominated Uridashi and Samurai notes and yen-denominated loans issued by the Parent Company as a hedge of our investment in Aflac Japan. Outstanding principal and related accrued interest on these items are translated into U.S. dollars at
end-of-period exchange rates. Currency translation adjustments are recorded through other comprehensive income and are included in accumulated other comprehensive income.

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

As discussed in the Translation of Foreign Currencies section above, Aflac Japan maintains a dollar-denominated investment
portfolio on behalf of Aflac U.S. While there are no translation effects to record in other comprehensive income, the deferred tax expense or benefit associated with foreign exchange gains or losses on the portfolio is recognized in other
comprehensive income until the securities mature or are sold. Total income tax expense (benefit) related to items of other comprehensive income (loss) included a tax benefit of $322 million in 2010, tax expense of $12 million in 2009, and a tax
benefit of $360 million in 2008 for this dollar-denominated portfolio. Excluding these amounts from total taxes on other comprehensive income would result in an effective income tax rate on pretax other comprehensive income (loss) of 31% in 2010,
35% in 2009, and 39% in 2008.

 2

 In response to your comment, we propose to enhance the disclosure in our tax footnote included in the
Notes to the Consolidated Financial Statements, beginning with the Form 10-K for the year ending December 31, 2011. For illustrative purposes, the disclosure below was drafted using the disclosure on page 120 of our Form 10-K filing for the
year ended December 31, 2010. Note that our proposed disclosure below the table is revised from that appearing in our 2010 Form 10-K to reflect only the impact of the Aflac Japan dollar-denominated investment portfolio.

Total income tax expense for the years ended December 31 was allocated as follows:

(In millions)

2010

2009

2008

 Statements of earnings

$
        1,241

$
738

$
660

 Other comprehensive income (loss):

 Unrealized foreign currency translation gains (losses) during period

(339
)

39

(457)

 Unrealized gains (losses) on investment securities:

 Unrealized holding gains (losses) on investment securities during period

447

728

(716)

 Reclassification adjustment for realized (gains) losses on investment securities included in net earnings

(147
)

(424
)

(353)

 Unrealized gains (losses) on derivatives during period

18

0

0

 Pension liability adjustment during period

(11
)

8

(29)

 Total income tax expense (benefit) related to items of other comprehensive income (loss)

(32
)

351

        (1,555)

 Additional paid-in capital (exercise of stock options)

(31
)

(3
)

(16)

 Cumulative effect of change in accounting principle

(89
)

0

0

 Total income taxes

$
1,089

$
        1,086

$
(911)

 The tax effect on other comprehensive income (loss) shown in the table above included a deferred income tax
benefit of $322 million in 2010, compared with a deferred income tax expense of $12 million in 2009 and a deferred income tax benefit of $360 million in 2008, related to the dollar-denominated investment portfolio that Aflac Japan maintains on
behalf of Aflac U.S. As discussed in Note 1, there is no translation adjustment to record in pretax other comprehensive income for the portfolio when the yen/dollar exchange rate changes, however deferred tax expense or benefit associated with the
foreign exchange gains or losses on this dollar-denominated portfolio is recognized in total income tax expense on other comprehensive income until the securities mature or are sold. Excluding the tax amounts for this dollar-denominated investment
portfolio from total taxes on other comprehensive income would result in an effective income tax rate on pretax other comprehensive income (loss) of 31% in 2010, 35% in 2009, and 39% in 2008.

 3

 In responding to your comments, we acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you for your time and consideration. I look forward to discussing these items with you and your
colleagues as needed. My contact information is (706) 660-7238 or jhoward@aflac.com.

 Sincerely,

/s/ June Howard

 June Howard

cc:
Mark Brunhofer, Senior Staff Accountant

 Kei Nakada,
Staff Accountant

 4

April 6, 2011

Mr. Daniel Amos
Chief Executive Officer and Chairman  of the Board of Directors
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re: Aflac Incorporated
Form 10-K for the Year Ended December 31, 2010
Filed February 25, 2011
File No. 001-07434

Dear Mr. Amos:

We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.

Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Financial Statements

Consolidated Statements of Comp rehensive Income (Loss), page 79

1. Please provide us proposed revised MD&A or f ootnote disclosure to be included in future
periodic reports that clarifies why you record ed an income tax benefit of $32 million, or
3.4%, against total other comprehensive income of $941 million in 2010, when you recorded an income tax expense of $351 million, or 36.5%, against total other
comprehensive income of $962 million in 2009 and an income tax benefit of $1,555
million, or 50.6%, against total other comprehensive loss of $3,071 million in 2008.  Separately explain to us how you allocated your intraperiod taxes between continuing
operations and other comprehensive income and reference for us  the authoritative
literature you relied upon to support your allocation.

Mr. Daniel Amos
Aflac Incorporated
April 6, 2011
 Page 2

 Notes to Consolidated Financial Statements
3.  Investments
Analysis of Securities in Unrealized Loss Positions
Bank and Financial Institu tion Investments, page 102

2. Please provide us proposed revised disclosure to be included in future periodic reports
that explains why you believe that your invest ments in Greek financial institutions are not
impaired.  Please explain how these institutions  continue to have the ability to service
their obligations despite thei r downgrade to below investment  grade in the second quarter
of 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Kei Nakada, Staff Accountan t, at (202) 551-3659 or Mark Brunhofer,
Senior Staff Accountant, at ( 202) 551-3638, if you have questions regarding the comments.  In
this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC CORRESPONDENCE

 June Howard

Senior Vice President

 Chief
Accounting Officer

 Financial Services

 April 19, 2011

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Aflac Incorporated

 Form 10-K
for the Year Ended December 31, 2010

 Filed February 25, 2011

File Number: 001-07434

 Dear
Mr. Rosenberg:

 We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting
process and compliance. We make every effort to be transparent in our financial reporting in order to allow investors to understand our Company and the matters which affect our financial position and results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are presented in disclosure format as
requested.

 Comment:

Financial Statements

 Consolidated
Statements of Comprehensive Income (Loss), page 79

1.
Please provide us proposed revised MD&A or footnote disclosure to be included in future periodic reports that clarifies why you recorded an income tax benefit of
$32 million, or 3.4%, against total other comprehensive income of $941 million in 2010, when you recorded an income tax expense of $351 million, or 36.5%, against total other comprehensive income of $962 million in 2009 and an income tax benefit of
$1,555 million, or 50.6%, against total other comprehensive loss of $3,071 million in 2008. Separately explain to us how you allocated your intraperiod taxes between continuing operations and other comprehensive income and reference for us the
authoritative literature you relied upon to support your allocation.

 Response:

As disclosed on page 64 of our Form 10-K in the Analysis of Financial Condition section of the MD&A (subsection Hedging Activities),
Aflac Japan maintains a portfolio of dollar-denominated securities, which serves as an economic currency hedge of a portion of our net investment in Aflac Japan. Also disclosed on page 80 of our Form 10-K in Note 1 of the Notes to the Consolidated
Financial Statements, Aflac Japan maintains this investment portfolio of dollar-denominated securities on behalf of Aflac U.S. As a result, the functional currency for these investments is the U.S. dollar. The related investment income and
realized/unrealized investment gains and losses are also denominated in U.S. dollars. For tax purposes, since these securities are assets of Aflac Japan, the foreign exchange gain/loss will be realized and will be taxable in Japan and the U.S. when
the securities mature or are sold.

 ASC Topic 830 and ASC 740 requires measurement of foreign deferred tax assets and
liabilities for temporary differences between the foreign currency financial statement carrying amounts and the foreign currency tax bases of the assets and liabilities in the foreign tax jurisdiction. The resulting foreign deferred tax assets
and liabilities

are then translated into the reporting currency. Since the functional currency of Aflac Japan’s dollar-denominated portfolio is the U.S. dollar, there is no translation adjustment to record
in other comprehensive income (OCI) for these investments when the exchange rate changes. An example is provided below to assist in understanding the foregoing aspects of the accounting guidance.

Example

 An illustration of the application of ASC 830 and ASC 740 as it relates to OCI is as follows:

 December 31, 2009:

 Assume that Aflac Japan buys a bond denominated
in U.S. dollars (USD) for $1,000. The bond is translated into ¥92,100 using the current exchange rate of 92.10 yen to one dollar. It is recorded on the USD books of Aflac Japan at $1,000 and the Yen books of Aflac Japan at ¥92,100.

 December 31, 2010:

 The current exchange rate is now 81.49 yen to one dollar. The bond is still recorded on the USD books of Aflac Japan at $1,000. It is now recorded on the Yen books of Aflac Japan at
¥81,490. The following represents the amounts of gain (loss) that would be recorded if the bond were disposed on this day if sold for $1,000:

U.S. GAAP
consolidated
financial
statements

Japan Tax

U.S. Tax

 Assumed proceeds

$
1,000

¥
81,490

¥
81,490

 Basis

1,000

92,100

92,100

 Gain (loss)

$
—

¥
(10,610
)

¥
(10,610
)

 Translation of gain (loss)

$
—

$
(130.2
)

 Tax expense (benefit) on gain (loss)

$
—

¥
(3,841
)

 Translation of tax expense (benefit)

—

$
(47.1
)

 Reduction to U.S. tax rate

—

$
1.5

 Net current tax expense (benefit)*

$
(45.6
)

$
(47.1
)

$
1.5

*
Japan statutory tax rate of 36.2% and U.S. statutory tax rate of 35%

 ASC 740 requires the recording of deferred taxes on the GAAP and tax basis difference that resulted from the currency fluctuation. Therefore, a deferred tax benefit should be recorded for the $47.1
tax benefit that would be incurred in Japan and the $1.5 tax expense to which Aflac would be obligated in the U.S. if the bond were disposed. Assuming Aflac only had this one bond, the roll forward of OCI on the U.S. GAAP books would be shown
as follows:

 Accumulated other comprehensive income, beginning of year

$
 —

 Change in unrealized investment gains and losses

—

 Tax (expense) benefit

45.6

 Accumulated other comprehensive income, end of year

$
45.6

 When the yen strengthens against the dollar, as it did at December 31, 2010 compared with 2009, an
unrealized foreign currency loss is calculated for tax purposes, and we record a deferred tax benefit for this portfolio of dollar-denominated securities. When the yen weakens against the dollar, as it did at December 31, 2009 compared with
2008, an unrealized foreign currency gain is calculated for tax purposes, and we record a deferred tax expense for this portfolio of dollar-denominated securities.

 Total taxes are computed and allocated first to items included in continuing operations and then to other comprehensive income and shareholders’ equity according to ASC 740-20-45, which states the
following:

 2

 Total income tax expense or benefit includes current and deferred income taxes. After
determining total income tax expense or benefit under those requirements, the intraperiod tax allocation guidance is used to allocate total income tax expense or benefit to different components of comprehensive income and shareholders’ equity.

 Income tax expense or benefit for the year shall be allocated among:

a. Continuing operations

 b. Discontinued operations

 c. Extraordinary items

d. Other comprehensive income

 e. Items charged or credited directly to shareholders’ equity.

 In
response to your comment, we propose to make the following changes to our MD&A disclosure (Analysis of Financial Condition, Hedging Activities) beginning with the quarter ending March 31, 2011.

Our primary exposure to be hedged is our net investment in Aflac Japan, which is affected by changes in the yen/dollar exchange rate.
To mitigate this exposure, we have taken the following courses of action. First, Aflac Japan maintains a portfolio of dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. The
foreign exchange gains and losses related to this portfolio are taxable in Japan and the U.S. when the securities mature or are sold. Until maturity or sale, deferred tax expense or benefit associated with the foreign exchange gains or losses are
recognized in other comprehensive income. Second, we have designated the Parent Company’s yen-denominated liabilities (Samurai and Uridashi notes and yen-denominated loans) as a hedge of our investment in Aflac Japan. [The remainder of our
disclosure regarding the net investment hedge would remain unchanged.]

 In response to your comment, we propose to make the
following changes to our footnote disclosure (Note 4, Derivative Instruments, Nonderivative Hedges section, beginning with the 10-Q for the quarter ending March 31, 2011 and Note 1, Summary of Significant Accounting Policies, Translation of
Foreign Currencies section, beginning with the 10-K for the year ending December 31, 2011).

 Aflac Japan maintains an
investment portfolio of dollar-denominated securities on behalf of Aflac U.S. The functional currency for these investments is the U.S. dollar. The related investment income and realized/unrealized investment gains and losses are also denominated in
U.S. dollars. The foreign exchange gains and losses related to this portfolio are taxable in Japan and the U.S. when the securities mature or are sold. Until maturity or sale, deferred tax expense or benefit associated with the foreign exchange
gains or losses are recognized in other comprehensive income.

 Comment:

Notes to Consolidated Financial Statements

3.
Investments

 Analysis of Securities in
Unrealized Loss Positions

 Bank and Financial Institution Investments, page 102

2.
Please provide us proposed revised disclosure to be included in future periodic reports that explains why you believe that your investments in Greek financial
institutions are not impaired. Please explain how these institutions continue to have the ability to service their obligations despite their downgrade to below investment grade in the second quarter of 2010.

Response:

 In
response to your comment, we propose to make the following changes to our disclosure regarding our investments in Greek financial institutions beginning with the quarter ending March 31, 2011. For illustrative purposes, the disclosure below was
drafted using the disclosure on page 95 of our Form 10-K filing for the year ended December 31, 2010.

As of December 31, 2010, our investment exposure to sovereign debt and financial institutions in Greece, Ireland,
Italy, Portugal and Spain consisted of the following:

 3

 Investments in Greece, Ireland, Italy, Portugal and Spain

(In millions)

Amortized

Cost

Fair

Value

 Sovereign and supranational:

 Italy

$
307

$
306

 Spain

730

782

 Total

$
1,037

$
1,088

 Banks and financial institutions:

 Greece

$
1,152

$
391

 Ireland

710

659

 Italy

184

183

 Portugal

859

770

 Spain

526

503

 Total

$
3,431
(1)

$
2,506

(1)
 Represents 12% of total investments in the banks and financial institutions sector and 4% of
total investments in debt and perpetual securities

 During the second quarter
of 2010, our investments in the Greek financial institutions, all of which are Lower Tier II subordinated debt, were downgraded to below investment grade. As a result of the downgrades, we reclassified these investments from
held to maturity to available for sale. We believed the downgrade of the Greek banks was largely related to the problems of the Greek government and its poor fiscal management, rather than the banks’ specific credit profiles. The three Greek
bank issuers that comprised our Greek financial institution holdings had, on average, Tier 1 capital ratios higher than Italian, Irish, Portuguese, and Spanish peers. The level of their capital was at a level that we felt could sustain deterioration
in assets and operations that accompany economic conditions, such as those that the Greek economy was encountering in 2010 and those expected in the next few years. All three Greek banks had sufficient capital under the stress testing applied by the
Committee of European Banking Supervisors (CEBS) in July 2010. However, the problems of the Greek government and related ratings downgrades have caused a decline in the confidence of depositors and capital market participants in the Greek banking
system. As a result, the banks have significantly relied upon the European Central Bank (ECB) for liquidity via posting of collateral, which tends to be in the form of Greek Government Bonds (GGBs) or debt guaranteed by the sovereign. As of
December 31, 2010, all of the Greek banks were current on their obligations to us. While these financial institutions have significant investments in GGBs, as of December 31, 2010, we believed that these institutions
would be solvent even if there were a future restructuring of GGBs and they would have the ability to meet their obligations to us. In addition, as of December 31, 2010, we had the intent to hold these
investments to recovery in value. As a result, we did not recognize an other-than-temporary impairment for these investments as of December 31, 2010.

Since December 31, 2010, Greece has remained under pressure, which has also continued to weigh on the Greek
banks. Skepticism over the rigor of the capital stress tests applied by the CEBS in July 2010 has grown, especially as further problems have developed in the capital of the Irish banks. On February 18, 2011, National Bank of Greece (NBG)
announced its proposal for a “friendly merger” with Alpha Bank; Alpha Bank rejected this proposal. However, this proposal highlighted risks that accompany consolidation among the top three banks in Greece. While the proposal could have
created a national champion in Greek banking, it also would have concentrated ownership of GGBs in the combined entity and formed a very low-rated entity among our top ten largest investment holdings. Two rating agencies downgraded the Greek banks
subsequent to downgrading the sovereign during the first quarter of 2011 (on January 17, 2011, and March 9, 2011). In the latter action, the rating agency lowered the ratings indicative of the banks’ intrinsic financial strength due
to the persistent pressure on liquidity, asset quality and material exposure to GGBs. In light of the above increased risks and, in particular, the March 9, 2011 downgrade, we no longer supported our previous intent to hold our Greek bank
investments to recovery in value. In March 2011, we sold one of our Greek bank holdings, Alpha Bank, and recognized an investment loss of $177 million ($115 million after-tax). For the quarter ended March 31, 2011, we recognized
other-than-temporary impairment losses for the remaining two Greek bank holdings. [Note: Impairment figures will be inserted once they are finalized.]

 4

 In responding to your comments, we acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Thank you for your time and consideration. I look forward to discussing these items with
you and your colleagues as needed. My contact information is (706) 660-7238 or jhoward@aflac.com.

 Sincerely,

/s/ June Howard

 June Howard

cc:
Mark Brunhofer, Senior Staff Accountant

 Kei Nakada, Staff Accountant

 5

July 26, 2010
 Mr. Kriss Cloninger III
President, Chief Financial Officer and Treasurer
Aflac Inc.
1932 Wynnton Road
Columbus, Georgia   31999

Re: Aflac Inc.
  Form 10-K for Fiscal Year Ended December 31, 2009
  Filed February 26, 2010
  Form 10-Q for Fiscal Quarter Ended March 31, 2010
  Filed May 7, 2010
  File No. 001-07434

Dear Mr. Cloninger:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

        G u s  R o d r i g u e z
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Ralph A. Rogers, Jr.

Senior Vice President

 Chief Accounting Officer

 Financial Services

 July 8, 2010

 Mr. Jim B. Rosenberg

 Senior Assistant Chief
Accountant

 Division of Corporate Finance

 U.S.
Securities and Exchange Commission

 450 Fifth Street, N.W.

Washington, D.C. 20549

Re:
Aflac Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed February 26, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010

Filed May 7, 2010

File Number: 001-07434

 Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial reporting process and compliance. We make every effort
to be transparent in our financial reporting in order to allow investors to understand our Company and the matters which affect our financial position and results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are presented in disclosure format as requested.

 Comment:

 Form 10-K for Fiscal Year
Ended December 31, 2009

 Consolidated Financial Statements

Notes to Consolidated Financial Statements

 1. Summary of
Significant Accounting Policies,

 Investments, page 87

1.
You disclose that when prepayment estimates change you recalculate the effective yield to reflect actual payments to date and anticipated future payments and adjust the net
investment balance to the amount that would have existed had the new estimate been applied at the time of acquisition for your collateralized mortgage obligations. Please disclose the accounting model used to account for changes in anticipated
prepayments on your asset-backed and mortgage-backed securities.

 Please disclose how you account for changes in estimated prepayments for investments that are not of
high credit quality. Please consider that the accounting for asset and mortgage-backed securities, and collateralized mortgage obligations that are not of high credit quality must comply with the guidance in ASC 325-40-35-4a.

Response:

 As of December 31,
2009, the Company held mortgage- and asset-backed securities with a fair value of $1.2 billion, or 1.7% of total investments and cash. Of the total holdings of mortgage- and asset-backed securities, less than $100 million, or .14% of total
investments and cash, is within the scope of Accounting Standards Codification (ASC) 325-40, “Beneficial Interests in Securitized Financial Assets”. These investments are accounted for in accordance with the guidance in ASC 325-40-35-4a,
which states:

 If upon evaluation, based on current information and events there is a favorable (or an adverse) change in cash flows
expected to be collected from the cash flows previously projected, then the investor shall recalculate the amount of accretable yield for the beneficial interest on the date of evaluation as the excess of cash flows expected to be collected over the
beneficial interest’s reference amount. The reference amount is equal to the initial investment minus cash received to date minus other-than-temporary impairments recognized in earnings to date (as described in paragraph 325-40-35-4(b)) plus
the yield accreted to date. In this paragraph a favorable (or an adverse) change in cash flows expected to be collected is considered in the context of both timing and amount of the cash flows expected to be collected. Based on cash flows expected
to be collected, interest income may be recognized on a beneficial interest even if the net investment in the beneficial interest is accreted to an amount greater than the amount at which the beneficial interest could be settled if prepaid
immediately in its entirety. The adjustment shall be accounted for prospectively as a change in estimate in conformity with Topic 250, with the amount of periodic accretion adjusted over the remaining life of the beneficial interest.

However, the Company considers these holdings immaterial to total investments and cash and does not believe it is necessary to disclose the method
of accounting for changes in estimated prepayments.

 Comment:

2.
You disclose on page 109 that dollar-denominated and yen-denominated investments in banks and financial institutions that total $1.7 billion were in an unrealized loss position
for 12 months or longer. You also disclose on page 112 that 75% of your investments in bank and financial institutions in an unrealized loss position were investment grade at December 31, 2009 compared to 96% at December 31, 2008. Please
disclose the following:

•

 the amount of investments in bank and financial institutions in an unrealized loss position that have been downgraded to non-investment grade status and the
amount of the unrealized losses on these investments;

 2

•

 why credit downgrades of investments in unrealized loss positions to non-investment grade credit ratings is not indicative of an other-than-temporary impairment.

 Response:

In response to your comment, we propose to make the following changes to our disclosure regarding our investments in the bank and financial
institutions sector in an unrealized loss position in our future filings beginning with the quarter ending June 30, 2010. For illustrative purposes, the disclosure below was drafted using the disclosure on page 30 of our Form 10-Q filing for
the quarter ended March 31, 2010.

 As of March 31, 2010, 82% of the $2.5 billion in unrealized losses on investments in
the bank and financial institution sector were related to investments that were investment grade, compared with 75% at December 31, 2009. Of the $14.5 billion in investments, at fair value, in the bank and financial institution sector in an
unrealized loss position at March 31, 2010, only $782 million ($458 million in unrealized losses) were below investment grade. Three investments comprised over 80% of the $458 million unrealized loss. The remaining investments that comprised
the $458 million of unrealized loss were divided among nine issuers with average unrealized losses per investment of less than $10 million. We conduct our own independent credit analysis for investments in the bank and financial institution
sector. Our analysis includes our own analysis of financial information, as well as consultation with the issuers from time to time. Based on our independent credit analysis, we have determined that the majority of the unrealized
losses on the investments in this sector were caused by widening credit spreads, the downturn in the global economic environment and, to a lesser extent, changes in foreign exchange rates. Unrealized gains or losses related to prevailing interest
rate environments are impacted by the remaining time to maturity of an investment. Assuming no credit-related factors develop, as investments near maturity, the unrealized gains or losses can be expected to diminish. In particular, for our
investments rated below investment grade, we have observed improvements in the fair value of those investments during the last half of 2009 and continuing into 2010 resulting from improvements in the issuers’ capital structure, operating
fundamentals and, to a lesser extent, the global economic environment. Based on our credit analysis, we believe that our investments in this sector have the ability to service their obligations to us.

Comment:

 Form 10-Q for Fiscal Quarter Ended
March 31, 2010

 Consolidated Financial Statements

Notes to Consolidated Financial Statements

 Significant
Accounting Policies

 Note 11 – Subsequent Events, page 49

3.
You had $1 billion invested in Greek financial institutions that were downgraded to below investment grade subsequent to March 31, 2010. Please disclose your accounting
treatment of the credit downgrade and the rationale for that treatment.

 3

 Please disclose the amortized cost and fair value of your investments in sovereign debt and financial
institutions in Portugal, Italy, Ireland and Spain.

 Response:

In response to your comment, we propose to add the following disclosure to the “Investment Concentrations” section of Note 3,
“Investments”, in our future filings beginning with the quarter ending June 30, 2010. For illustrative purposes, the disclosure below was drafted using March 31, 2010 values.

As of March 31, 2010, our investment exposure to sovereign debt and financial institutions in Greece, Ireland, Italy, Portugal and Spain
consisted of the following:

March 31, 2010

(In millions)

Amortized
Cost

Fair
Value

 Sovereign and supranational:

 Greece

$
286

$
296

 Ireland

-

-

 Italy

269

265

 Portugal

-

-

 Spain

355

355

 Total sovereign and supranational

$
910

$
916

 Banks and financial institutions:

 Greece

$
1,009

$
847

 Ireland

877

792

 Italy

161

159

 Portugal

752

572

 Spain

473

445

 Total banks and financial institutions

$
3,272

$
2,815

As of March 31, 2010, one security in an Irish financial institution with an amortized cost of $202 million and a fair value of $203
million was rated below investment grade. All other securities included in the table above were rated investment grade. Subsequent to March 31, 2010, the Greek financial institutions, which are comprised of Lower Tier II investments, were
downgraded to below investment grade. As a result of the downgrade, we reclassified these investments from held to maturity to available for sale. While these financial institutions have significant investments in Greek Government Bonds (GGBs), we
believe that these institutions will be solvent even if there were a future restructuring of GGBs. As a result, the Company believes that we will collect all cash flows under the terms of their obligations to us.

Since March 31, 2010, there has been credit deterioration related to Greek sovereign debt and there continues to be expectations of
further deterioration in the performance of Greek debt as a result of the stressed economic environment. As a result of this credit deterioration, in June 2010, the Company sold its entire holdings of Greek sovereign debt and recognized an after-tax
investment loss of approximately $67 million.

 4

 Request:

In responding to our comments, please provide a written statement from the company acknowledging that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Response:

We acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosures in its filings;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you for your time and consideration. I look forward to discussing these items with you and your
colleagues as needed. My contact information is (706) 317-6495 or rrogers@aflac.com.

 Sincerely,

/s/ Ralph A. Rogers, Jr.

 Ralph A. Rogers, Jr.

cc:
Ibolya Ignat, Staff Accountant

Gus Rodriguez, Branch Chief

 5

June 24, 2010
 Mr. Kriss Cloninger III
President, Chief Financial Officer and Treasurer
Aflac Inc.
1932 Wynnton Road
Columbus, Georgia   31999

Re: Aflac Inc.
  Form 10-K for Fiscal Year Ended December 31, 2009
  Filed February 26, 2010
  Form 10-Q for Fiscal Quarter Ended March 31, 2010
  Filed May 7, 2010
  File No. 001-07434

Dear Mr. Cloninger:
 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other por tions of your documents.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that keys  your responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Form 10-K for Fiscal Year Ended December 31, 2009

 Consolidated Financial Statements

Notes to Consolidated Financial Statements
1.  Summary of Significant Accounting Policies,
Investments, page 87

1. You disclose that when prepayment estimates  change you recalculate the effective yield
to reflect actual payments to date and antic ipated future payments and adjust the net
investment balance to the amount that woul d have existed had the new estimate been

Mr. Kriss Cloninger III
Aflac Inc.  June 24, 2010 Page 2
 applied at the time of acquisition for your co llateralized mortgage obligations.  Please
disclose the accounting model used to account for changes in anticipated prepayments on
your asset-backed and mortgage-backed securities.

Please disclose how you account for changes in  estimated prepayments for investments
that are not of high credit quality.  Pleas e consider that the accounting for asset and
mortgage-backed securities, and collateralized mortgage obligations th at are not of high
credit quality must comply with the guidance in AS C 325-40-35-4a.

2. You disclose on page 109 that dollar-denomin ated and yen-denominated investments in
banks and financial institutions that total $1.7 billion were in an unrealized loss position
for 12 months or longer.  You also disclose  on page 112 that 75% of your investments in
bank and financial institutions  in an unrealized loss positi on were investment grade at
December 31, 2009 compared to 96% at December 31, 2008.  Please disclose the following:

• the amount of investments in bank and fina ncial institutions in an unrealized loss
position that have been downgraded to  non-investment grade status and the
amount of the unrealized lo sses on these investments;
• why credit downgrades of investment s in unrealized loss positions to non-
investment grade credit ratings is no t indicative of an other-than-temporary
impairment.

Form 10-Q for Fiscal Quarter Ended March 31, 2010

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Significant Accounting Policies
Note 11 – Subsequent Events, page 49
3. You had $1 billion invested in Greek financial institutions that were downgraded to
below investment grade subsequent to Ma rch 31, 2010.  Please disclose your accounting
treatment of the credit downgrade and the rationale for that treatment.
Please disclose the amortized cost and fair value of your investments in sovereign debt
and financial institutions in Port ugal, Italy, Irelan d and Spain.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Kriss Cloninger III
Aflac Inc.  June 24, 2010 Page 3
  In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Ibolya Igna t, Staff Accountant at (202)  551-3656, or Gus Rodriguez,
Branch Chief, at (202) 551-3752 if you have questi ons regarding these comments.  In this regard,
do not hesitate to contact me, at (202) 551-3679.
Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                  July 30, 2009   Kriss Cloninger III President, Chief Financial Officer, and Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA 31999

Re:    Aflac Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed February 20, 2009
 File Number:  001-07434

Dear Mr. Cloninger:

  We have completed our review of  your Form 10-K and have no further
comments at this time.            S i n c e r e l y ,
Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

SEC CORRESPONDENCE / AFLAC INCORPORATED

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

Financial Services

June 19, 2009

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Aflac Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 20, 2009

File Number: 001-07434

Dear Mr. Rosenberg:

     We appreciate the efforts of the Securities and Exchange Commission to improve the financial
reporting process and compliance. We make every effort to be transparent in our financial
reporting in order to allow investors to understand our Company and the matters which affect our
financial position and results of operations.

     Below we have listed your comments for ease of reference and our responses. The responses are
presented in disclosure format as requested.

Comment:

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities, page 38

    1.

    We note your response to comment one which states that the shares were not issued pursuant to
an effective registration statement or a valid exemption. Please note that the subsequent
filing of a registration statement does not register the issuance of shares that were
previously issued. Please tell us what, if anything, you have done or plan to do in terms of
providing risk factor disclosure and recording a contingent liability.

Response:

     The dollar amount of the theoretical exposure to Aflac for the sale of the subject securities
without an effective registration statement or a valid exemption under the Securities Act of 1933
is not material to Aflac. Accordingly, the Company has determined that it is not necessary to add a
risk factor or to record a contingent liability.

Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates, page 42

Investments, page 42

    2.

    Please refer to your response to comment two and your revised disclosures. For your
sensitivity analysis, please revise your proposed disclosure to clarify whether the changes
shown are reasonably likely scenarios and how they were determined to be reasonably likely.
If they are not reasonably likely changes, then revise the disclosure to include what the
reasonably likely changes would be.

Response:

     In response to your comment, we propose to precede our current disclosure with the following
comment in our future filings beginning with the quarter ending June 30, 2009.

     Management
believes that under normal market
conditions, a movement of 50 basis points would be reasonably likely. Therefore, we selected a
uniform magnitude of movement (50 basis points) and provided both upward and downward movements in
the key assumptions used to estimate the fair value of these investments. Since the changes in
fair value are relatively linear, the readers of these financial
statements can make their own judgment as to the movement in
interest rates and the change in fair value based upon this data. The
following scenarios provide a view of the
sensitivity of our securities priced by our DCF pricing model.

Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Composition by Credit Rating, page 77

    3.

    Please refer to your response to comment three. Please revise your disclosure to include
that your direct and indirect exposure to third party guarantors is immaterial.

Response:

     In response to your comment, we propose the following addition to our disclosures in our
future filings beginning with the quarter ending June 30, 2009.

2

     As of June 30, 2009, our direct and indirect exposure to securities in our investment
portfolio that were guaranteed by third parties was immaterial both individually and in the
aggregate.

Comment:

Note 3. Investments, page 116

    4.

    Please refer to your response to comment five and your revised disclosures. Please revise
your disclosure to discuss the factors that you considered to support the fact that there were
no adverse business, financial, or economic conditions that would indicate that FMCC is not
likely to have the capacity to meet their financial commitments.

Response:

     As noted in the Company’s April 8, 2009 response and the March 31, 2009 Form 10-Q filing, the
Company disclosed both the adverse and the favorable business conditions that we considered as part
of our conclusion that our investment in Ford Motor Credit Corporation (FMCC) was not
other-than-temporarily impaired. These conditions included a decline in profitability, largely
attributable to decreased volume, tighter financing margin, and increased credit write-offs; offset
by improved lease residual contributions and market value adjustments to derivatives primarily
linked to embedded options in lease financing.

     In terms of economic and financial factors considered as part of the other-than-temporary
impairment evaluation, the Company disclosed in our response dated April 8, 2009 and our March 31,
2009 Form 10-Q filing that the unrealized losses in FMCC were impacted by the widening of credit
spreads globally as a result of the contraction in global capital market liquidity. For FMCC
specifically, we included in our April 8, 2009 response and our March 31, 2009 Form 10-Q filing
that FMCC had increased its liquidity position during 2008 and 2009 through various facilities
including $10 billion in public retail term ABS, $22 billion in private transactions and $5 billion
in term funding. As a result of these transactions, FMCC reduced its cost of funding to 5.0% in
first quarter of 2009 from 5.6% in first quarter of 2008. As disclosed, we concluded that these
credit facilities provided FMCC with adequate stand-alone liquidity and a stable credit outlook
over the period until the contractual maturity of its obligation to us which is January 2013.
Subsequent to the filing of our first quarter Form 10-Q, FMCC completed an additional $3 billion in
auto receivable securitizations.

     As a wholly-owned subsidiary of Ford Motor Company (Ford), we also considered Ford’s financial
position, its ongoing commitment to FMCC and its ability to deliver on that commitment.
Specifically, Ford’s first quarter 2009 pretax loss was a substantial improvement over the pretax
loss for fourth quarter 2008, driven by improved pricing and cost reductions. Financially, Ford
increased gross cash levels during the first quarter of 2009 by $8 billion with the main
contributor being a $10 billion revolver drawdown. Ford’s cash position was also favorably
impacted by a reduction in personnel costs and restructuring of certain employee benefit
obligations. Ford also reduced its outstanding secured loans, unsecured debt and convertible notes
by $10 billion which will result in annual interest savings. Ford’s liquidity was most recently
favorably impacted by a $1.4 billion common stock offering in May 2009. As a result of these 2009
favorable business and financial developments, Ford is better able to deliver on its ongoing
commitment to FMCC if needed.

3

     After reviewing our April 9, 2009 response and our first quarter 2009 disclosures, we believe
that our future disclosures related to FMCC should be updated to include the additional FMCC
liquidity of $3 billion completed in June and to describe our consideration of Ford’s financial
position and ability to deliver on its ongoing commitment to FMCC. As a result, we are proposing
to add the following additional disclosure to be included in the FMCC discussion for our future
filings beginning with the quarter ending June 30, 2009, with any appropriate updates. To
highlight the additional disclosures we are proposing to include, we have included a marked version
of our complete first quarter 2009 disclosure related to FMCC.

     Also included in the unrealized losses in the other corporate sector as of March 31, 2009, was
an unrealized loss of $129 million on Aflac Japan’s $305 million (30.0 billion yen) investment
issued by Ford Motor Credit Corporation (FMCC). This investment is a debt security issued by FMCC,
a wholly owned financing subsidiary of Ford Motor Company (Ford). Ford has reiterated its
commitment to continue to own 100% of FMCC, and both Moody’s and Standard & Poor’s rating services
have indicated that they expect this commitment to continue. Financial subsidy payments from Ford
and lease program residual value support payments inextricably link FMCC’s financing business to
the parent. Our investment in FMCC matures in January 2013.

     Ford’s first quarter 2009 results were a substantial improvement over fourth quarter 2008,
driven by improved pricing and cost reductions. Ford also improved its gross cash levels during
the first quarter of 2009 by $8 billion with the main contributor being a $10 billion revolver
drawdown. Ford also reduced its outstanding secured loans, unsecured debt and convertible notes by
$10 billion which will result in annual interest savings. Ford’s liquidity was most recently
favorably impacted by a $1.4 billion common stock offering in May 2009. As a result of these 2009
favorable business and financial developments, we believe Ford is better able to deliver on its
ongoing commitment to FMCC if needed.

     We believe that the unrealized loss on FMCC was related to sharply lower reported earnings by
FMCC in 2008, compared with 2007. We believe FMCC’s decline in profitability is largely
attributable to decreased volume, a tighter financing margin, and increased credit charge-off
costs; offsetting these negatives were improved lease residual contributions, and market value
adjustments to derivatives primarily linked to embedded options in lease financing. We also believe
that the unrealized losses in FMCC were impacted by the widening of credit spreads globally as a
result of the contraction in global capital market liquidity over the past several quarters. As of
March 31, 2009, FMCC had a credit rating of CCC+ by S&P, Caa1 by Moody’s, and B- by Fitch Ratings.
Under current NRSRO guidelines, obligors in these credit rating categories are subject to high
credit risk and are current with their financial commitments; however, they are dependent upon
favorable business, financial and economic conditions to meet future financial commitments.
However, despite its credit rating and the difficult market conditions, FMCC completed $5 billion
of term funding through April 2009, including $3 billion of eligible funding through the Term
Asset-Backed Securities Loan Facility (TALF). In June 2009, FMCC completed an additional $3
billion in TALF eligible funding. FMCC cost of funding actually declined to 5.0% in the first
quarter of 2009, compared with 5.6% in the first quarter of 2008. FMCC also increased available
liquidity primarily as the result of a continued

4

reduction in its managed receivables balance and cash cost reductions in the quarter ended
March 31, 2009, related to personnel reductions and restructuring plans. Taken collectively, we
believe these credit facilities and other liquidity enhancement measures provide FMCC with adequate
stand-alone liquidity and a stable credit outlook over the relatively near term contractual
maturity of its obligation to us.

     We have considered the factors impacting the fair value of FMCC as of March 31, 2009, and
based on our credit analysis, we believe that FMCC’s ability to service its obligation to Aflac is
currently not impaired. Furthermore, the contractual terms of this investment do not permit the
issuer or its parent to settle the security at a price less than the amortized cost of the
investment. Accordingly, we currently believe it is probable that we will collect all amounts due
according to the contractual terms of the investment. Because we do not intend to sell and we do
not believe it is likely that we will be required to sell this investment before a recovery of fair
value, we do not consider our investment in FMCC to be other-than-temporarily impaired as of and
for the period ended March 31, 2009.

     Thank you for your time and consideration. I look forward to discussing these items with you
and your colleagues as needed. My contact information is (706) 317-6495 or rrogers@aflac.com.

Sincerely,

/s/ Ralph A. Rogers, Jr.

Ralph A. Rogers, Jr.

    cc:

    Vanessa Robertson, Staff Accountant

Joel Parker, Accounting Branch Chief

Scot Foley, Staff Attorney

Suzanne Hayes, Legal Branch Chief

5

Via Facsimile and U.S. Mail Mail Stop 4720
         June 11, 2009
  Kriss Cloninger III President, Chief Financial Officer, and Treasurer
Aflac Incorporated
1932 Wynnton Road Columbus, GA 31999  Re:   Aflac Incorporated  Form 10-K for the Fiscal Year Ended December 31, 2008  Filed February 20, 2009  File Number:  001-07434
 Dear Mr. Cloninger:

We have reviewed your April 8, 2009 re sponse to our March 30, 2009 letter and
have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like.  Please identify the annual or qua rterly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend the above filings.    Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer
Purchases of Equity Securities

Recent Sales of Unregistered Securities; Us e of Proceeds from Registered Securities,
page 38

1. We note your response to comment one whic h states that the shares were not
issued pursuant to an effective registrati on statement or a valid exemption.  Please
note that the subsequent filing of a regi stration statement does not register the
issuance of shares that were previously issued.  Please tell us what, if anything,
you have done or plan to do in terms of providing risk factor disclosure and
recording a contingent liability.

Managements’s Discussion and Analysis of Financial Condition and Results of
Operations

Kriss Cloninger III
Aflac Incorporated June 11, 2009 Page 2
Critical Accounting Estimates

Investments, page 42

2. Please refer to your response to comment two and your revised disclosures.  For
your sensitivity analysis, please revise your proposed disclosure to clarify whether
the changes shown are reasona bly likely scenarios and how  they were determined
to be reasonably likely.  If they are not reasonably likely changes, then revise the
disclosure to include what the reasonably likely changes would be.
 Analysis of Financial Condition

Composition by Credit Rating, page 77

3. Please refer to your response to comment th ree. Please revise your disclosure to
clarify that your direct and indirect exposure to th ird party guarantors is
immaterial.

3. Investments, page 116
 4. Please refer to your response to comment  five and your revised disclosures.
Please revise your disclosure to discuss the factors that you considered to support
the fact that there were no  adverse business, financial,  or economic conditions that
would indicate that FMCC is not likely to have the capacity to meet their financial
commitments.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
 Please contact Vanessa Robe rtson, Staff Accountant, at  (202) 551-3649 or Joel
Parker, Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding
the processing of your response as well as  any questions regarding comments two
through four.  You may contact Scot Foley, Staff Attorney, at (202) 551-3383 or Suzanne
Hayes, Legal Branch Chief, at (202) 551-3675 with questions regarding comment one.  In
this regard, do not hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC CORRESPONDENCE LETTER

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

Financial Services

April 8, 2009

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Aflac Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 20, 2009

File Number: 001-07434

Dear Mr. Rosenberg:

     We appreciate the efforts of the Securities and Exchange Commission to improve the financial
reporting process and compliance. We make every effort to be transparent in our financial
reporting in order to allow investors to understand our Company and the matters which affect our
financial position and results of operations.

     Below we have listed your comments for ease of reference and our responses. The responses are
presented in disclosure format as requested.

Comment:

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities, page 38

    1.

    We note the discussion of your common stock issuances by the AFL Stock plan and your
statement that these issuances exceeded the number of shares remaining for issuance under your
Form S-3 shelf registration statement for the Plan. Please identify the exemption you relied
on for these issuances and describe the factual basis for your determination that the
exemption was available.

Response:

     The Aflac shares issued in excess of those registered under the AFL Stock Plan were not issued
pursuant to an exemption, but rather were issued in connection with an inadvertent share counting

error resulting from multiple splits of Aflac common stock. Following the discovery of this
error, the Company’s board of directors authorized the issuance of six million shares of Aflac
common stock under the AFL Stock Plan and authorized the Company to file a registration statement
registering the sale of those shares under the Plan. On November 25, 2008, the Company filed a
registration statement on Form S-3, registering six million shares of common stock to be sold
pursuant to the AFL Stock Plan.

Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Estimates, page 42

Investments, page 42

    2.

    Please refer to your investments determined by the discounted cash flow pricing model that
you discuss in Note 4 to the consolidated financial statements. Please disclose the impact on
the financial statements at December 31, 2008 of the reasonably likely changes in the key
assumptions used to estimate the fair value of these investments.

Response:

     In response to your comment, we propose the following addition to our disclosures in our
future filings beginning with the quarter ended March 31, 2009.

     The fair values of our available-for-sale fixed maturity and perpetual securities valued by
our DCF pricing model totaled $17.6 billion at December 31, 2008. The estimated effect of potential
changes in interest rates, credit spreads and interest rate volatility on these fair values as of
such date is as follows:

    Interest Rates

    Credit Spreads

    Interest Rate Volatility

    Change in

    Change in

    Change in

    Factor

    fair value

    Factor

    fair value

    Factor

    fair value

    change

    (in millions)

    change

    (in millions)

    change

    (in millions)

    +50 bps

    $
    (942
    )

    +50 bps

    $
    (922
    )

    +50 bps

    $
    (23
    )

    -50 bps

    1,003

    -50 bps

    996

    -50 bps

    28

     The fair values of our held-to-maturity fixed maturity securities valued by our DCF pricing
model totaled $22.0 billion at December 31, 2008. The estimated effect of potential changes in
interest rates, credit spreads and interest rate volatility on these fair values as of such date is
as follows:

    Interest Rates

    Credit Spreads

    Interest Rate Volatility

    Change in

    Change in

    Change in

    Factor

    fair value

    Factor

    fair value

    Factor

    fair value

    change

    (in millions)

    change

    (in millions)

    change

    (in millions)

    +50 bps

    $
    (1,531
    )

    +50 bps

    $
    (1,341
    )

    +50 bps

    $
    (335
    )

    -50 bps

    1,474

    -50 bps

    1,352

    -50 bps

    386

     The two tables above illustrate the differences on the fair values of our investment portfolio
among each of the inputs for interest rates, credit spreads and interest volatility. These
differences are driven

2

principally by the securities in our portfolio that have call features. These call features
cause the fair values of the affected securities to react differently depending on the inputs used
to price these securities.

Comment:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Analysis of Financial Condition, page 62

Composition by Credit Rating, page 77

    3.

    Please revise your disclosure for the securities in your investment portfolio that are
guaranteed by third parties to include the credit rating with and without the guarantee. Also
disclose any significant concentration in an individual guarantor, both direct exposure (i.e.
investments in a guarantor) and indirect exposure (i.e. investments guaranteed by a
guarantor).

Response:

     As of December 31, 2008, the securities in our investment portfolio that were guaranteed by
third parties (indirect exposure) totaled $166 million and our direct investment in such third
party guarantors totaled $80 million. Accordingly, our direct and indirect exposure to these third
party guarantors was immaterial both individually and in the aggregate at such date.

     Based on the immateriality of our exposure to these third party guarantors, we do not believe
the suggested revisions or additions to our existing disclosures would add meaningful or
substantive information that a reader of our financial statements would consider useful.

Comment:

Note 3., Investments, page 116

    4.

    Please tell us the factors you considered in concluding that there was no evidence of credit
deterioration in the perpetual securities for the year ended December 31, 2008. Please
disclose, if the case, that downgrades of certain perpetual securities to below investment
grade were not in response to circumstances and events that existed at December 31, 2008. If
not the case, tell us why other than temporary impairments were not recorded in 2008.

Response:

     In Note 3 of the Notes to the Consolidated Financial Statements and beginning on page 140 of
our Form 10-K for the fiscal year ended December 31, 2008, we discuss the factors that we
considered in evaluating our perpetual securities for evidence of credit deterioration as well as
any impairments that may be considered to be other than temporary at year-end. With the exception
of our investments in the Icelandic bank perpetual securities specifically identified in our
disclosure as other-than-temporarily impaired in 2008, we concluded that there was no evidence of
credit deterioration on our remaining perpetual securities, and that the unrealized losses on these
perpetual securities were considered to be temporary as of December 31, 2008. Further, as of
December 31, 2008 and through

3

the date of this response, all of these perpetual securities were current under their
obligations to us, and our conclusions regarding the issuers’ ability to service their obligations
to us remain unchanged.

     The perpetual securities we hold that were downgraded to below investment grade during 2009
but prior to the filing of our 2008 Form 10-K on February 20, 2009 were limited to our investment
in Tier I and Upper Tier II perpetual securities issued by the Royal Bank of Scotland (RBS). As of
December 31, 2008, our investment in these securities totaled $220 million at fair value ($295
million at amortized cost).

     On January 19, 2009, HM Treasury, the United Kingdom’s (UK) department responsible for
developing and executing the UK’s public finance and economic policy announced the conversion of
its preferred share investment in RBS into ordinary or common shares of RBS. Following these
announcements, our perpetual security investments in RBS were downgraded to below investment grade.
In their commentary, the rating agencies noted that the conversion of HM Treasury’s preferred share
investment into common shares of RBS increased the payment deferral risk on RBS’ perpetual
securities.

     To the extent available, we use published credit ratings from Nationally Recognized
Statistical Rating Organizations (NRSROs) to supplement our internal credit analysis to determine
the credit quality of the issuers of all of the investment securities we hold, including our
perpetual securities.

     Based on the published reports of RBS and the published reports of the NRSROs as of December
31, 2008 and available prior to the filing of our 2008 Form 10-K on February 20, 2009, we concluded
that the capital and funding position of RBS was sufficient to pay all obligations as due and
payable, including the obligations under its perpetual securities.

     As of December 31, 2008 and through the date of this response, all of our RBS perpetual
security investments were current under their obligations to us, and our conclusions regarding RBS’
ability to service its obligations to us remain unchanged. We believe the downgrade of our RBS
perpetual security investments to below investment grade was the result of the announcements by HM
Treasury on January 19, 2009 and was the result of circumstances and events occurring subsequent to
December 31, 2008.

Comment:

Note 3., Investments, page 116

    5.

    In your disclosure of your unrealized loss position in Ford Motor Credit (FMCC) you disclose
that FMCC continues to maintain adequate stand-alone liquidity and a stable credit outlook.
Please revise your disclosure to reconcile this statement to the definition of the CCC credit
rating. In addition, please revise your disclosure to include the factors that support your
assertion that it is not probable that you will be unable to collect all amounts due.

Response:

     In response to your comment, we propose the following revised disclosure to be included in our
future filings beginning with the quarter ended March 31, 2009, with any appropriate updates.

4

     Included in the unrealized losses in the other corporate sector was an unrealized loss of $186
million on Aflac Japan’s $329 million (30.0 billion yen) investment issued by Ford Motor Credit
Corporation (FMCC) as of December 31, 2008, an increase of $139 million compared with the prior
year end. This investment is a debt security issued by FMCC, a wholly owned financing subsidiary of
Ford Motor Company. Ford has reiterated its commitment to continue to own 100% of FMCC, and both
Moody’s and Standard & Poor’s rating services have indicated that they expect this commitment to
continue. Financial subsidy payments from Ford and lease program residual value support payments
inextricably link FMCC’s financing business to the parent. Our investment in FMCC matures in
January 2013.

     The increase in the unrealized loss for FMCC related to foreign currency translation was $38
million. We believe that the remaining increase in the unrealized loss on FMCC was related to
sharply lower reported earnings by FMCC in 2008, compared with 2007. We believe FMCC’s decline in
profitability is largely attributable to lower loan volumes, higher credit losses, a write-down of
lease residual values, market valuation adjustments for derivatives and lower financing margins. We
also believe that the unrealized losses in FMCC were impacted by the widening of credit spreads
globally as a result of the contraction in global capital market liquidity over the past several
quarters. As of December 31, 2008, FMCC had a credit rating of CCC+ by S&P, Caa1 by Moody’s, and
B- by Fitch Ratings. Under current NRSRO guidelines, obligors in
these credit rating categories are
subject to high credit risk and are current with their financial
commitments; however, they
are dependent upon favorable business, financial and economic conditions to meet future financial
commitments. However, despite its credit rating and the difficult market conditions, FMCC executed
$10 billion in public retail term ABS through October 2008 and about $22 billion in private
transactions, primarily from private term debt, securitizations, whole loan sales and other
structured borrowings including the newly-created US Federal Reserve sponsored Commercial Paper
Funding Facility. FMCC also increased available liquidity primarily as the result of a reduction in
its managed receivables balance and the retention of higher cash balances in 2008. Taken
collectively, we believe these credit facilities and other liquidity enhancement measures provide
FMCC with adequate stand-alone liquidity and a stable credit outlook over the relatively near term
contractual maturity of its obligation to us.

     We have considered the factors impacting the fair value of FMCC as of December 31, 2008, and
based on our credit analysis, we believe that FMCC’s ability to service its obligation to Aflac is
currently not impaired. Furthermore, the contractual terms of this investment do not permit the
issuer or its parent to settle the security at a price less than the amortized cost of the
investment. Accordingly, we currently believe it is probable that we will collect all amounts due
according to the contractual terms of the investment. Since it is expected that our investment in
FMCC would not be settled at a price less than the amortized cost of the investment and we have the
intent and ability to hold this investment until recovery of fair value, which may be maturity, we
do not consider this investment to be other-than-temporarily impaired at December 31, 2008.

Comment:

Note 4., Financial Instruments and Fair Value Measurements, page 148

    6.

    Please revise your disclosure to clarify whether and, if so to what extent, you adjusted the
quotes and prices obtained from the brokers and pricing services during the periods presented.

5

Response:

     In response to your comment, we propose the following revised disclosure in Note 4 of the
Notes to the Consolidated Financial Statements. We will include disclosures regarding adjustments
or lack thereof that we make to the quotes and prices we receive from our pricing brokers and
services in future filings beginning with the quarter ended March 31, 2009.

     Approximately 36% of our investments classified as Level 2 are valued by obtaining quoted
market prices from our investment custodian. The custodian obtains price quotes from various
pricing services who estimate their fair values based on observable market transactions for similar
investments in active markets, market transactions for the same investments in inactive markets or
other observable market data where available.

     The fair value of approximately 59% of our Level 2 fixed maturities and perpetual securities
is determined using our DCF pricing model. The significant valuation inputs to the DCF model are
obtained from, or corroborated by, observable market sources from both active and inactive markets.

     For the remaining Level 2 fixed maturities and perpetual securities that are not quoted by our
custodian and cannot be priced under the DCF pricing model, we obtain specific broker quotes from
up to three outside securities brokers and use the average of the quotes to estimate the fair value
of the securities.

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

Co

Via Facsimile and U.S. Mail
Mail Stop 6010

         March 30, 2009

Kriss Cloninger III
President, Chief Financial Officer, and Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA 31999

Re:   Aflac Incorporated
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed February 20, 2009
 File Number:  001-07434

Dear Mr. Cloninger:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosures.  Where a comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer
Purchases of Equity Securities
 Recent Sales of Unregistered Securities; Us e of Proceeds from Registered Securities,
page 38
 1. We note the discussion of your common stock issuances by the AFL Stock plan
and your statement that these issuances exceeded the number of shares remaining for issuance under your Form S-3 shelf regi stration statement for the Plan.  Please

Kriss Cloninger III
Aflac Incorporated March 30, 2009 Page 2
identify the exemption you relied on for th ese issuances and describe the factual
basis for your determination that  the exemption was available.
 Managements’s Discussion and Analysis of Financial Condition and Results of
Operations
 Critical Accounting Estimates, page 42

Investments, page 42
 2. Please refer to your investments determin ed by the discounted cash flow pricing
model that you discuss in Note 4 to the consolidated financial statements.  Please
disclose the impact on the financial statements at December 31, 2008 of the
reasonably likely changes in the key assump tions used to estimate the fair value
of these investments.
 Analysis of Financial Condition, page 62

Composition by Credit Rating, page 77
 3. Please revise your disclosure for the securi ties in your investment portfolio that
are guaranteed by third parties to include  the credit rating with and without the
guarantee. Also disclose any significant concentration in  an individual guarantor,
both direct exposure (i.e. i nvestments in a guarantor) and indirect exposure (i.e.
investments guaranteed by a guarantor).
 3. Investments, page 116

 4. Please tell us the factors you considered in concluding that there was no evidence
of credit deterioration in the perpetual securities for the year ended December 31,
2008. Please disclose, if the case, that downgr ades of certain perpetual securities
to below investment grade were not in re sponse to circumstances and events that
existed at December 31, 2008. If not the case,  tell us why other than temporary
impairments were not recorded in 2008.
 5. In your disclosure of your unrealized loss position in Ford Motor Credit ( FMCC)
you disclose that FMCC continues to mainta in adequate stand-alone liquidity and
a stable credit outlook.  Please revise your disclosure to  reconcile this statement to
the definition of the CCC cr edit rating.  In addition, pleas e revise your disclosure
to include the factors that support your assertion that it is not probable that you
will be unable to collect all amounts due.

Kriss Cloninger III
Aflac Incorporated March 30, 2009 Page 3  4. Financial Instruments and Fair  Value Measurements, page 148

 6. Please revise your disclosure to clarify whether and, if so to what extent,  you
adjusted the quotes and prices obtained from the brokers and pricing services
during the periods presented.

7. Please revise your disclosure regarding th e transfers into Level 3 to include any
gain or loss you recognized during the peri od, and, to the extent you exclude that
amount from the realized/unrealized gain s (losses) line item in the Level 3
reconciliation, the amount you excluded. In  addition, please clarify the specific
inputs that became unobservable in the second, third and fourth quarters of 2008.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Kriss Cloninger III
Aflac Incorporated March 30, 2009 Page 4
Please contact Vanessa Robe rtson, Staff Accountant, at  (202) 551-3649 or Joel
Parker, Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters.  Y ou may contact Scot Foley, Staff Attorney, at
(202) 551-3383 or Suzanne Hayes, Legal Branch  Chief, at (202) 551-3675 with questions
on comment one.  In this regard, do not he sitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

         April 24, 2008

Mr. Kriss Cloninger III
President, Chief Financial Officer,
Treasurer and Director
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re:   Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 29, 2008
File Number:  001-07434

Dear Mr. Cloninger:

 We have completed our review of your Form 10-K and have no further comments
at this time.
        S i n c e r e l y ,

        J o e l  P a r k e r
Accounting Branch Chief

CORRESP
1
filename1.htm

SEC CORRESPONDENCE

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

Financial Services

April 22, 2008

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Re:

    Aflac Incorporated

    Form 10-K for the Fiscal Year Ended December 31, 2007

    Filed February 29, 2008

    File Number: 001-07434

Dear Mr. Rosenberg:

On Wednesday, April 14, 2008, Ms Akins of your staff telephoned to clarify a point related to our
response dated March 20, 2008. I expressed verbally in the telephone conversation with Ms. Akins
that we do intend to include the information in response to comments 1 and 3, as updated to reflect
current conditions and operations, in the disclosures in future filings beginning with the March
31, 2008, Form 10-Q filing. This letter will serve to confirm my conversation with Ms. Akins and
to clarify our intentions to include the disclosures requested in future filings beginning with the
March 31, 2008, Form 10-Q filing.

We appreciate your consideration and efforts.

    Sincerely,

Ralph A. Rogers, Jr.

    cc:

    Tabatha Akins, Staff Accountant

    Mary Mast, Senior Accountant

CORRESP
1
filename1.htm

AFLAC INCORPORATED

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

Financial Services

March 20, 2008

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Re:

    Aflac Incorporated

    Form 10-K for the Fiscal Year Ended December 31, 2007

    Filed February 29, 2008

    File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial
reporting process and compliance. We make every effort to be transparent in our financial
reporting in order to allow investors to understand our company and the matters which affect our
financial position and results of operations.

Below, we have listed your comments for ease of reference and our responses.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page II-6

Critical Accounting Estimates, page II-7

Policy Liabilities, page II-9

    1.

    It appears that you have significantly revised your estimate of the liability for unpaid
policy claims recorded in prior years. Please provide us, using disclosure- type format,
proposed revisions to your existing disclosure an explanation of the reasons for your change
in estimate. For each liability and lines of business, please include the following
disclosures:

    a.

    Identify the years to which the change in estimate relates and disclose the amount of
the related liability as of the beginning of the year that was re-estimated. Discuss and
quantify offsetting changes in estimates that increase and decrease the liability.

    b.

    Identify the changes in the key assumptions you made to estimate the liability since
the last reporting date.

    c.

    Identify the nature and timing of the change in estimate, explicitly identifying and
describing in reasonable specificity the new events that occurred or additional
information required since the last reporting date that led to the change in estimate.

    d.

    Ensure your disclosure clearly explains why recognition occurred in the periods that
it did and why recognition was not required in earlier periods.

    We acknowledge that we previously commented on this matter in comment one of our August 16,
2007 comment letter, and also in comment three of our January 7, 2004 comment letter. However,
we are unsure how the current discussion addresses the change in estimates that occurred during
the year ended December 31, 2007.

Response:

In 2007, our unpaid policy claims liability for prior years declined by approximately $400 million.

More than 70% of the release of our unpaid policy claims liability resulted from IBNR that is
estimated using a claim cost and completion factor method. During the first 12 months after a
claim is incurred, we estimate the ultimate cost of the claim based on initial expected claim cost
factors that reflect our experience in prior periods. In the thirteenth month after incurral, we
change the estimating basis to a completion factor method because the actual cash payments to date
for claims 13 or more months old are deemed to have sufficient credibility on which to base the
remaining liability estimate. Prior to the thirteenth month, the historical claim cost method is
deemed to have more credibility. The difference in estimate between the two methods is routinely
recognized in our financial statements in the thirteenth month after a claim is incurred.

For the past several years, we have experienced a downward trend in our current period
hospitalization claim costs, primarily in Japan. For this reason, our claim cost estimate as of
December 31, 2006 was high. Redundancy or insufficiency is initially recognized when the claims
reach the thirteenth month after incurral. If the downward trend in hospital claims continues, we
will see a release in the unpaid policy claims liability for prior years during 2008 that is
similar to what we experienced in 2007. However, if claim trends stabilize or deteriorate, then
the unpaid policy claims liability for prior years could have a much smaller release or an
increase.

More than 75% of the 2007 release of prior period claim liability was related to claims incurred in
2006. The remainder was related to claims incurred prior to 2006.

Note 3. Investments page II-64

    2.

    Please revise your disclosure to comply with paragraph 17b of FSP FAS 115-1/FAS 124-1.
More specifically, please provide a more robust discussion of your rationale for concluding
that unrealized losses are not other-than-temporary impairments, particularly given that 77%
of the unrealized loss has been in an unrealized loss position for more than 12 months. Your
discussion on page II-72 only discusses a small part of the unrealized losses. In addition,
please revise to discuss your significant concentration of unrealized losses in the
banking/financial institution industry and the significant increase in the unrealized losses
in that industry from the prior year clarifying why you believe no impairment is required.

Response:

As disclosed in our Form 10-K, as of December 31, 2007 our investment portfolio is very highly
rated with only 1.9% at amortized cost below investment grade (1.5% at fair value) and 81.3% at
amortized cost rated A or better (81.9% at fair value). Accordingly, the main contributor to the
increasing unrealized losses in sectors other than the government and guaranteed sector is the common factor of widening credit spreads globally and to a lesser extent,
changes in foreign exchange rates, while the government and guaranteed sector is purely driven by
existing risk free interest rates and/or exchange rates as of December 31, 2007.

In light of your comment, we propose the following expanded disclosures to be included in our
future filings to include disclosure regarding our concentration in the banks/financial
institutions sector.

Our total investment in the banks and financial institutions sector including those classified as
perpetual debentures as of December 31, 2007 is $23,941 million or 44% of our total investment
portfolio at amortized cost ($23,348 million or 43% at fair value) compared with $21,803 million or
45% of our total investment portfolio at amortized cost ($22,139 million or 44% at fair value) as
of December 31, 2006. We invest in the top financial institutions globally because we believe this
sector has a very desirable risk profile. The banks and financial institutions sector is a highly
regulated industry and plays a strategic role in the global economy. While this is our largest
sector concentration, we achieve some degree of diversification through a geographically diverse
universe of credit exposures.

The following table shows the composition of our investments in an unrealized loss position in the
banks and financial institutions sectors by fixed maturity securities and perpetual debentures.
The table reflects those securities in that sector that are in an unrealized loss position as a
percentage of our total investment portfolio in an unrealized loss position and their respective
unrealized losses as a percentage of total unrealized losses as of December 31.

    2007

    2006

    Total

    Total

    Investments in

    Total

    Investments in

    Total

    an Unrealized Loss

    Unrealized

    an Unrealized Loss

    Unrealized

    Position

    Losses

    Position

    Losses

    Fixed maturities

    40%

    41%

    36%

    36%

    Perpetual debentures

    14%

    22%

    17%

    22%

    Total

    54%

    63%

    53%

    58%

All of the investments in the government and guaranteed sector were investment grade at
December 31, 2007 and 2006. The unrealized losses on our investments in this sector, which include
U.S. Treasury obligations, direct obligations of U.S. government agencies, Japan government bonds,
and direct obligations of Japan government agencies were caused by changes in interest rates and/or
foreign exchange rates. The contractual cash flows of these investments are guaranteed by either
the U.S. or Japanese governments. Furthermore, the contractual terms of these investments do not
permit the issuer to settle the securities at a price less than the amortized cost of the
investment. Unrealized gains and losses related to prevailing interest rate environments are
impacted by the remaining time to maturity of an investment. As the investments near maturity the
unrealized gains or losses can be expected to diminish. Because the unrealized losses in this
sector are considered to be interest rate driven and because we have the ability and intent to hold
these investments until a recovery of fair value, which may be maturity, we do not consider these
investments to be other than temporarily impaired at December 31, 2007.

As of December 31, 2007 and 2006, all of our fixed maturity investments in the municipalities;
mortgage and asset backed securities; sovereign and supranational; and banks/financial institutions
sectors were investment grade while 99.7% of securities in the public utilities sector was
investment grade compared with 100% at the end of the preceding period. We have determined that the
majority of the unrealized losses on the investments in these sectors were caused by widening
credit spreads globally and to a lesser extent, changes in foreign exchange rates. Due to the
liquidity contraction experienced in the capital markets during 2007, credit spreads continued to
widen sharply throughout the year causing the increase in the unrealized losses in these sectors as
of December 31, 2007 as compared to 2006. However, we have determined that the ability of the
issuers to service our investments has not been compromised by these factors. Unrealized gains or
losses related to prevailing interest rate environments are impacted by the remaining time to
maturity of an investment. Assuming no credit related factors develop, as investments near maturity
the unrealized gains or losses can be expected to diminish. Because the unrealized losses in these
sectors are considered to be principally the result of widening credit spreads and because we have
the ability and intent to hold these investments
until a recovery of fair value, which may be maturity, we do not consider these investments to be
other than temporarily impaired at December 31, 2007.

We have determined that the unrealized losses in our collateralized debt obligation (CDO) portfolio
are primarily the result of widening global credit spreads due to, among other things, a
contraction of liquidity in all capital markets. However, as of December 31, 2007 and 2006, all of
our investments in the CDO sector carried ratings of single-A or better. Moreover, during this
period none of our CDOs experienced any credit events to the underlying reference obligations. Nor
did they experience any changes in structural subordination or writedowns of underlying collateral.
Based on our reviews, we currently believe it is probable that we will collect all amounts due
according to the contractual terms of our CDO investments. Therefore, it is expected that our
investment would not be settled at a price less than the amortized cost of the investment. Because
we have the ability and intent to hold these investments until a recovery of fair value, which may
be maturity, we do not consider these investments to be other than temporarily impaired at December
31, 2007.

As of December 31, 2007, 54% of the securities in the other corporate sector was investment grade
compared with 40% at the end of the preceding period. For any credit-related declines in market
value, we perform a more focused review of the related issuer’s credit ratings, financial
statements and other available financial data, timeliness of payment, competitive environment and
any other significant data related to the issuer. From those reviews, we evaluate the issuers’
continued ability to service our investments. Included in the unrealized losses on the other
corporate sector is an unrealized loss of $67 million on Aflac Japan’s investment of $210 million
(24 billion Yen) in Tollo Shipping Company S.A. Our investment is guaranteed by the issuer’s
parent, Compania Sudamerican de Vapores S.A. (CSAV). The decline in fair value of the security was
primarily caused by two factors: depressed revenue due to competitive pricing pressures in the
container shipping industry and weaker operating margins due to sharply increased fuel costs. The
contractual terms of this investment do not permit the issuer or its parent to settle the security
at a price less than the amortized cost of the investment, and give priority to repayment of our
investment under certain circumstances. While CSAV’s credit rating has remained at BB+ (S&P), we
currently believe it is probable that we will collect all amounts due according to the contractual
terms of the investment. Therefore, it is expected that our investment would not be settled at a
price less than the amortized cost of the investment.

On page II-56 in Note 1 of the Notes to the Consolidated Financial Statements, we describe in
detail our processes for monitoring and evaluating the difference between the amortized cost and
fair value of our investments. Based on our credit related reviews of the issuers in the other
corporate sector, we have determined that there is little risk that we will not recover our
investment in these issuers. Because we have the ability and intent to hold these investments until
a recovery of fair value, which may be maturity, we do not consider these investments to be other
than temporarily impaired at December 31, 2007.

The majority of our investments in the perpetual debenture category are in Tier 1 and Tier 2
capital securities of highly rated global financial institutions. As of December 31, 2007, 93% of
our investments in this category were investment grade compared with 86% at the end of the
preceding period. For any credit-related declines in market value, we perform a more focused
review of the related issuer’s credit ratings, financial statements and other available financial
data, timeliness of payment, competitive environment and any other significant data related to

the
issuer. From those reviews, we evaluate the issuer’s continued ability to service our investment.
Included in the unrealized losses in this category is an unrealized loss of $33 million on Aflac
Japan’s $123 million (14 billion Yen) investment in BAWAG Capital Finance Jersey II (BAWAG). BAWAG
is the only below investment grade security in this category. The decline in fair value of the
security was primarily caused by losses BAWAG incurred from lending to the failed U.S. brokerage
firm, REFCO and from derivative speculation in 2000. While BAWAG’s credit rating has declined from
Baa3 to Ba1 (Moody’s), we currently believe it is probable we will collect all amounts due
according to the contractual terms of the investment. Therefore, it is expected that our
investment would not be settled at a price less than the amortized cost of the investment. Based on
our credit related reviews of BAWAG, we have determined that there is little risk that we will not
recover our investment in this issuer.

We have determined that the majority of our unrealized losses in the perpetual debenture category,
including the increase over 2006, were principally due to widening credit spreads globally largely
as the result of the contraction of liquidity in the capital markets. Credit spreads for this
category were also impacted by the uncertain outlook for the classification of subordinated
securities in certain regulatory environments, and to a lesser extent, changes in foreign exchange
rates. Based on our reviews, we concluded that the ability of the issuers to service our investment
has not been compromised by these factors. Unrealized gains or losses

Via Facsimile and U.S. Mail
Mail Stop 6010

         March 10, 2008

Mr. Kriss Cloninger III
President, Chief Financial Officer,
Treasurer and Director
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re:   Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 29, 2008
File Number:  001-07434

Dear Mr. Cloninger:

 We have reviewed your filing and have the following comments.  We have
limited our review of your filing to only your financial statements and related disclosures
and do not intend to expand our review to ot her portions of your document.   In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where our comments request you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filings, as app licable, in which you intend to first include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

            Please understand that the purpos e of our review process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Kriss Cloninger III
Aflac Incorporated
March 10, 2008 Page 2  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page II-6
 Critical Accounting Estimates, page II-7

 Policy Liabilities, page II-9

 1. It appears that you have si gnificantly revised your estima te of the liability for
unpaid policy claims recorded in prior year s.  Please provide us, using disclosure-
type format, proposed revisions to your ex isting disclosure an explanation of the
reasons for your change in estimate.  Fo r each liability and lines of business,
please include the following disclosures: a. Identify the years to which the change  in estimate relates and disclose the
amount of the related liability as of th e beginning of the year that was re-
estimated.  Discuss and quantify offsetti ng changes in estimates that increase
and decrease the liability.
b. Identify the changes in the key assumpti ons you made to estimate the liability
since the last reporting date.
c. Identify the nature and timing of the ch ange in estimate, explicitly identifying
and describing in reasonable specificity  the new events that occurred or
additional information acquired since the last reporting date that led to the
change in estimate.
d. Ensure your disclosure clearly expl ains why recognition occurred in the
periods that it did and why recognition was not required in earlier periods.
 We acknowledge that we previously comment ed on this matter in comment one of
our August 16, 2007 comment letter, and also  in comment three of our January 7,
2004 comment letter.  However, we are unsure how the current discussion addresses the change in estimates that occurred during the year ended December 31, 2007.

Note 3. Investments page II-64

 2. Please revise your disclosure to comp ly with paragraph 17b of FSP FAS 115-
1/FAS 124-1.  More specifically, please pr ovide a more robust discussion of your
rationale for concluding that unrealiz ed losses are not other-than-temporary
impairments, particularly given that 77% of the unrealized loss has been in an
unrealized loss position for more than 12 months.  Your discussion on page II-72
only discusses a small part of the unreali zed losses.  In addi tion, please revise to
discuss your significant concentrat ion of unrealized losses in the
banking/financial institution industry and th e significant increase in the unrealized
losses in that industry from the prio r year clarifying why you believe no
impairment is required.

Mr. Kriss Cloninger III
Aflac Incorporated
March 10, 2008 Page 3  3. You state on page II-76 that you have va riable interest ent ities that you do not
consolidate because you are not the primar y beneficiary.  Please refer to Item
303(a)(4) of Regulation S-K regarding disclosures of off-balance sheet
arrangements.

a. Please tell us the extent that the foll owing items are applicable and material,
for your non-consolidated CDO for whic h you have material exposure, and
provide us revised disclosure  or tell us why revised di sclosure is not necessary
to address these items:

• Categories and rating of assets the off-balance sheet entity holds;

• Weighted-average life of assets th e off-balance sheet entity holds;

• Forms of funding (commercial paper, medium-term notes, etc) and
weighted-average life of the funding the off-balance sheet entity holds;

• Any material difficulties the off-balance sheet entity has experienced in
issuing its commercial paper or other financi ng during the period;

• Any material write-downs or downgrades  of assets the off-balance sheet
entity holds;

• Maximum limit of the losses to be borne by any first loss note holders;

• Detailed disclosure regarding your  obligations under the liquidity
facilities.  For example, consider the following items, to the extent
applicable:

• whether there are triggers associ ated with your obligations to
fund,

• whether there are any terms that  would limit your obligation to
perform,

• any obligations under the facilities  (e.g., to purchase assets from
or commercial paper the off-balan ce sheet entity issued), and their
material terms,

• whether there are any other liqui dity providers, and if so, how
your obligation ranks with the other liquidity providers;

Mr. Kriss Cloninger III
Aflac Incorporated
March 10, 2008 Page 4
• Whether any agreement required you to  purchased securities issued by
any off- balance sheet entities th at you manage.  If not, consider
discussing your  reasons for the purchase;

• Whether you provided or assisted the o ff-balance sheet ent ity in obtaining
any other type of support, or whether it is your current intention to do so;
and

• Potential impact on debt covenants, capital ratios, credit ratings, or
dividends, should you be required to consolidate the entity or incur
significant losses associated with the entity.
 b. Please revise your disc losures to address:

• the scenarios where you would have to  consolidate the off-balance sheet
entity, and your expectation of the likelihood of such consolidation; and

• the frequency of which you reconsider , and the typical triggers which
require you to reconsider, whether you are the primary beneficiary of the
entity.

• any known trends or uncertainties that  you may reasonably expect to have
a material favorable or unfavorable impact on your income from
operations, liquidity and capital resources .  In this regard, please consider,
to the extent material in light of your  particular facts and circumstances,
disclosing the amount of any material lo ss you expect to realize as a result
of your involvement with any mate rial off-balance sheet entity.

c. Tell us why you do not believe you are re quired to consolidate the CDO in
light of the funding requirements.  A ddressing FIN 46R in your response.

d. Please provide in your financial statem ents all the disclosures required by
paragraph 24 of FIN 46R.

* * * *

Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period.  Please furnish a letter with your responses that keys your responses to our
comments.  Detailed letters gr eatly facilitate our review.  You should furnish the letter on
EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

Mr. Kriss Cloninger III
Aflac Incorporated
March 10, 2008 Page 5  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658, or Mary
Mast, Senior Accountant, at (202) 551- 3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

         S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

         November 1, 2007

Mr. Kriss Cloninger III
President, Chief Financial Officer and
Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re:   Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File Number:  001-07434

Dear Mr. Cloninger:

 We have completed our review of your Form 10-K and have no further comments
at this time.
        S i n c e r e l y ,

        J o e l  P a r k e r
Accounting Branch Chief

CORRESP
1
filename1.htm

AFLAC INCORPORATED

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

Financial Services

October 1, 2007

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

    Re:

    Aflac Incorporated

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Filed February 28, 2007

    File Number: 001-07434

Dear Mr. Rosenberg:

We received your letter dated September 24, 2007 and offer the following responses to your
comments. We have listed your comments for ease of reference. The responses are presented in
disclosure format.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
II-5

Critical Accounting Estimates, page II-6

Policy Liabilities, page II-8

Comment:

    1.

    Please refer to your second point in response to comments 1 and 2 regarding the
transfer of $170 million from the unpaid policy claim liability to the future policy
benefits liability. You state that $95 million was transferred from unpaid policy claim
liability to future policy benefit liability because you believe that the total policy
liability is appropriate. Please clarify in your proposed disclosure your justification
for transferring
the $95 million to future policy benefit liability as it is not clear from your discussion
as

    to what assumptions changed in your future policy benefit liability that would increase
the liability by $95 million.

Response:

    2.

    During the fourth quarter of 2006, we transferred $170 million of the Aflac U.S. unpaid
policy claims liability to the future policy benefits liability in our accident/disability,
short term disability, dental and specified health event lines of business. For the
accident/disability line of business, a very small portion of the benefits in one of our
policy forms required a future policy benefits liability to be accumulated. This amount
was insignificant to our financial position in any year, however, to provide for this
obligation, we approximated this liability amount as part of the unpaid policy claims
liability. We determined that it was appropriate to modify our calculation method to
determine the future policy benefits liability for that benefit separately from our unpaid
policy claims liability and to move this liability of $25 million into the future policy
benefits liability. An additional $50 million transfer to future policy benefits resulted
from the updated calculation of the future policy benefits liability in our short-term
disability product line. In the fourth quarter of 2006, we determined that a selection
factor assumption that should have applied to the future claim costs for that policy form
was not reflected in the calculation of the future policy benefits liability. We began
using the calculation including the selection factor in the fourth quarter of 2006. We use
a total liability calculation to determine the unpaid policy claims liability for that line
of business. For this reason, the underestimated amount of the future policy benefits
liability, approximately $50 million, was accounted for in prior periods in the unpaid
policy claims liability. As a result, we transferred $50 million from the unpaid policy
claims liability into the future policy benefits liability for that line of business. The
remaining $95 million reduction in the Aflac U.S. segment unpaid policy claims liability
resulted from a refinement in the reserving methodology for our dental and specified health
event product lines. Both of these are very recently introduced product lines where we had
limited actual experience. For this reason, we have determined our policy liabilities for
these two product lines using a total liability approach. This approach utilized
expectations of claims costs and impact of underwriting based largely on the product
pricing assumptions. As we have developed experience on the dental and specified health
event product lines, we have modified our assumptions as to the impact of underwriting
selection. Our experience has shown that the underwriting selection impact is greater than
we had anticipated in our original pricing. In addition, for our dental plan, we have also
modified our assumption as to the impact of the various benefit waiting periods for that
plan to reflect the larger than anticipated impact of the waiting periods. Both of these
changes in assumptions resulted in current period claims being lower than anticipated in
the original pricing assumptions for these two products. Thus, our unpaid claims liability
is lower than we originally estimated. However, our analysis also shows that the future
claim cost curve will be steeper than we originally anticipated. Thus, we expect more
future claims than we previously estimated and increased our liability for future policy
benefits accordingly. For this reason, in the fourth quarter of 2006, we modified our
methodology to use a combination of claim cost expectations and
claim completion factors to calculate the unpaid policy claims liability for these two

    product lines. As a result, the modification in methodology resulted in a transfer from the
unpaid policy claims liability of approximately $95 million to the future policy benefits
liability.

Comment:

    2.

    Refer to your third point in response to comments 1 and 2 regarding the transfer of the
$85 million reserve from unpaid policy claim liability to future policy benefit liability
in the fourth quarter of 2006. Please clarify in your proposed disclosure why there is a
relationship between a decrease in unpaid policy claim liability due to reduced hospital
days and an increase in the future policy benefit liability. Clarify what assumptions
changed in calculating your future policy benefit liability that would cause the increase
in the liability.

Response:

    3.

    Also during the fourth quarter of 2006, we transferred $85 million from Aflac Japan’s
unpaid policy claims liability to its future policy benefits liability. This transfer was
primarily related to a continued decline in current period claims caused by changes to
health care delivery in Japan and had no effect on net earnings. Our 2006 claims review
indicated that we have experienced a continued decline in the average number of in-hospital
days associated with the typical cancer treatment period in Japan. We believe the average
number of days per hospital visit declined primarily due to changes in financial incentives
provided to hospitals by the government-sponsored health care system in Japan to shorten
the average hospital stay. However, our claims statistics also indicated that the declines
in the average number of days per hospitalization are generally offset by an increase in
the frequency of future hospitalizations associated with the treatment of cancer. As a
result, we reflected the increased number of future hospitalizations per claimant in our
future policy benefit liability. More hospitalizations per claimant will result in a larger
amount of expected future claims and an increase in our liability for future policy
benefits. Meanwhile, we are paying less for current period claims, and therefore have a
smaller unpaid claims liability.

Thank you for your time and consideration. My contact information is (706) 317-6495 or
rrogers@aflac.com.

Sincerely,

/s/ Ralph A. Rogers, Jr.

Ralph A. Rogers, Jr.

    cc:

    Tabatha Akins, Staff Accountant

    Mary Mast, Senior Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

         September 24, 2007

Mr. Kriss Cloninger III
President, Chief Financial Officer and
Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re:   Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File Number:  001-07434

Dear Mr. Cloninger:

We have reviewed your August 29, 2007 response to our August 16, 2007
comment letter and have the following comments.  In our comments, we ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page II-5
Critical Accounting Estimates, page II-6

Policy Liabilities, page II-8

1. Please refer to your second point in res ponse to comments 1 and 2 regarding the
transfer of $170 million from the unpaid pol icy claim liability to the future policy
benefits liability.  You state that $95 million was transferred from unpaid policy
claim liability to future policy benefit lia bility because you beli eve that the total
policy liability is appropriate.  Please clar ify in your proposed  disclosure your
justification for transferring the $95 million to future policy benefit liability as it

Mr. Kriss Cloninger
Aflac Incorporated
September 24, 2007 Page 2
 is not clear from your discussion as to what assumptions changed in your future
policy benefit liability that would increase the liability by $95 million.
 2. Refer to your third point in response to comments 1 and 2 regarding the transfer
of the $85 million reserve from unpaid policy claim liability to future policy
benefit liability in the fourth quarter of 2006.  Please clarify in your proposed
disclosure why there is a relationship be tween a decrease in unpaid policy claim
liability due to reduced hosp ital days and an increase in the future policy benefit
liability.  Clarify what assumptions cha nged in calculating your future policy
benefit liability that would cause the increase in the liability.

You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658, or Mary
Mast, Senior Accountant, at (202) 551- 3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

RESPONSE LETTER TO THE SEC

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

August 29, 2007

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Aflac Incorporated

    Form 10-K for the Fiscal Year Ended December 31, 2006

    Filed February 28, 2007

    File Number: 001-07434

Dear Mr. Rosenberg:

We appreciate the efforts of the Securities and Exchange Commission to improve the financial
reporting process and compliance. We make every effort to be transparent in our financial
reporting in order to allow investors to understand our Company and the matters which affect our
 financial position and  results of operations.

Below we have listed your comments for ease of reference and our responses. The responses are
presented in disclosure format as requested.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
II-5

Comment:

Critical Accounting Estimates, page II-6

Policy Liabilities, page II-8

    1.

    It appears that you have significantly revised your estimate of the liability for unpaid
policy claims recorded in prior years. Please provide us, using disclosure-type format,
proposed revisions to your existing disclosure an explanation of the reasons for your change
in estimate. For each liability and lines of business, please include the following
disclosures:

    a.

    Identify the years to which the change in estimate relates and disclose the
amount of the related liability as of the beginning of the year that was re-estimated.
Discuss and quantify offsetting changes in estimates that increase and decrease the
liability.

    b.

    Identify the changes in the key assumptions you made to estimate the liability
since the last reporting date.

    c.

    Identify the nature and timing of the change in estimate, explicitly
identifying and describing in reasonable specificity the new events that occurred or
additional information acquired since the last reporting date that led to the change in
estimate.

    d.

    Ensure your disclosure clearly explains why recognition occurred in the periods
that it did and why recognition was not required in earlier periods.

    We acknowledge that we previously commented on this matter in comment three of our January
7, 2004 comment letter. While your January 16, 2004 response stated that you would address
this comment in future filings, we are unsure how the current discussion addresses these
areas.

    2.

    Please provide us, using disclosure-type format, proposed revisions to your existing
disclosure clarifying the specific reasons for the substantial increase in your liabilities
for future policy benefits. In addition, please state why the increase in the U.S. and Japan
future policy benefit reserves of $170 million and $85 million in the fourth quarter of 2006
was necessary. Clarify what assumptions changed that required the increase in the reserve.

Response:

Below is
our response to comments 1. and 2. in disclosure format.

Policy Liabilities

     The following table provides details of policy liabilities by segment and in total as of
December 31.

    Policy Liabilities

    (In
millions)

    2006

    2005

    U.S. segment:

    Future policy benefits

    $
    4,391

    $
    3,780

    Unpaid policy claims

    816

    848

    Other policy liabilities

    158

    143

    Total U.S. policy liabilities

    $
    5,365

    $
    4,771

    Japan segment:

    Future policy benefits

    $
    36,447

    $
    34,071

    Unpaid policy claims

    1,574

    1,657

    Other policy liabilities

    2,051

    1,828

    Total Japan policy liabilities

    $
    40,072

    $
    37,556

    Consolidated:

    Future policy benefits

    $
    40,841

    $
    37,853

    Unpaid policy claims

    2,390

    2,504

    Other policy liabilities

    2,209

    1,972

    Total consolidated policy liabilities

    $
    45,440

    $
    42,329

     Our policy liabilities, which are determined in accordance with SFAS No. 60 and Actuarial
Standards of Practice, include two primary components: future policy benefits and unpaid policy
claims, which accounted for 90% and 5% of total policy liabilities as of December 31, 2006,
respectively.

     Future policy benefits provide for claims that will occur in the future and are generally
calculated as the present value of future expected benefits to be incurred less the present value
of future expected net benefit premiums. We calculate future policy benefits based on assumptions
of morbidity, mortality, persistency and interest. These assumptions are generally established at
the time a policy is issued. The assumptions used in the calculations are closely related to those
used in developing the gross premiums for a policy. As required by GAAP, we also include a
provision for adverse deviation, which is intended to accommodate adverse fluctuations in actual
experience.

     Unpaid policy claims include those claims that have been incurred and are in the process of
payment as well as an estimate of those claims that have been incurred but have not yet been
reported to us. We compute unpaid policy claims on an undiscounted basis using statistical analyses
of historical claims payments, adjusted for current trends and changed conditions. We update the
assumptions underlying the estimate of unpaid policy claims regularly and incorporate our
historical experience as well as other data that provides information regarding our outstanding
liability.

     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. Claims
incurred under Aflac’s policies are generally reported and paid in a relatively short time frame.
The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and
frequency of claims. Severity is the ultimate size of a claim, and frequency is the number of
claims incurred. Our claims experience is primarily related to the demographics of our
policyholders.

     As a part of our established internal control processes, we perform actuarial reviews of our
policyholder liabilities on an ongoing basis. Our fourth quarter 2006 review indicated that in
total our policyholder liabilities were fairly stated in the aggregate; however, the components,
the unpaid policy claims liability and the future policy benefits liability, of policyholder
liabilities needed to be refined. As a result of our review, we took three actions.

    1.

    During the fourth quarter of 2006, we increased Aflac’s U.S. unpaid policy claims
liability by $28 million. As part of our analysis of recent cancer claims experience, we
noted that the overall duration of cancer outpatient treatments has lengthened. Since
our reserving methods are designed to fully accrue each cancer outpatient treatment as
of the date of initial treatment, we increased our estimate of the Aflac U.S. unpaid
policy claims liability by $28 million. This change in estimate is reflected in current
year’s earnings. If we had been using the new claims factors to produce our claim
liability estimates at the end of 2005, the increase for 2006 would have been $9
million. We expect that the annual impact on future earnings will be approximately $9
million.

    2.

    During the fourth quarter of 2006, we transferred $170 million of the Aflac U.S.
unpaid policy claims liability to the future policy benefits liability in our
accident/disability, short term disability, dental and specified health event lines of
business. For the accident/disability line of business, a very small portion of the
benefits in one of our policy forms required a future policy benefits liability to be
accumulated. This amount was insignificant to our financial position in any year,
however, to provide for this obligation, we approximated this liability amount as part
of the unpaid policy claims liability. We determined that it was appropriate to modify
our calculation method to determine the future policy benefits liability for that
benefit separately from our unpaid policy claims liability and to move this liability of
$25 million into the future policy benefits liability. An additional $50 million
transfer to future policy benefits resulted from the updated calculation of the future
policy benefits liability in our short-term disability product line. In the
fourth quarter of 2006, we determined that a selection factor assumption that
should have applied to the future claim costs for that policy form was not reflected in
the calculation of the future policy benefits liability. We began using the calculation
including the selection factor in the fourth quarter of 2006. We use a total
liability calculation to determine the unpaid policy claims liability for that line of
business. For this reason, the underestimated amount of the future policy benefits
liability, approximately $50 million, was accounted for in prior periods in the unpaid
policy claims liability. As a result, we transferred $50 million from the unpaid policy
claims liability into the future policy benefits liability for that line of business.
The remaining $95 million reduction in the Aflac U.S. segment unpaid policy claims
liability resulted from a refinement in the reserving methodology for our dental and
specified health event product lines. Both of these are very recently introduced
product lines where we had limited actual experience. For this reason, we have
determined our policy liabilities for these two product lines using a total liability
approach. This approach utilized expectations of claims costs and impact of
underwriting based largely on the product pricing assumptions. However, in the
fourth quarter of 2006, we modified our methodology to use a combination of
claim cost expectations and claim completion factors to calculate the unpaid policy
claims liability for these two product lines. However, we believe that the total policy
liability that we are holding is appropriate. For this reason, the modification in
methodology resulted in a reduction in the unpaid policy claims liability of
approximately $95 million and an increase in the future policy benefits liability of $95
million.

    3.

    Also during the fourth quarter of 2006, we transferred $85 million from Aflac
Japan’s unpaid policy claims liability to its future policy benefits liability. This
transfer was primarily related to a continued decline in current period claims caused by
changes to health care delivery in Japan. Our 2006 claims review indicated that we
experienced a continued decline in the average number of hospital days associated with
the typical cancer treatment period in Japan. We believe the average number of days
declined primarily due to changes in financial incentives provided to hospitals by the
government-sponsored health care system in Japan to shorten the average hospital stay.
However, our claims statistics also indicated that the declines in the average number of
days per hospitalization are generally offset by an increase in the frequency of
hospitalizations associated with the treatment of cancer. This shift reduced current
period claims, and future period claims are anticipated to increase by similar amounts.

     In computing the estimate of unpaid policy claims, we consider many factors, including the
benefits and amounts available under the policy; the volume and demographics of the policies
exposed to claims; and internal business practices, such as incurred date assignment and current
claim administrative practices. We monitor these conditions closely and make adjustments to the
liability as actual experience emerges. Claim levels are generally stable from period to period;
however, fluctuations in claim levels may occur. In calculating the unpaid policy claim liability,
we do not calculate a range of estimates. The following table shows the expected sensitivity of the
unpaid policy claims liability as of December 31, 2006, to changes in severity and frequency of
claims. For the years 2004 through 2006, and before the effect of the fourth quarter 2006
adjustments noted above, our assumptions changed on average by approximately 1% in total, and we
believe that a variation in assumptions in a range of plus or minus 1% in total is reasonably
likely to occur.

    Sensitivity of Unpaid Policy Claims Liability

(In
millions)

    Total Severity

    Decrease

    Decrease

    Increase

    Increase

    Total Frequency

    by 2%

    by 1%

    Unchanged

    by 1%

    by 2%

    Increase by 2%

    $
    —

    $
    16

    $
    31

    $
    48

    $
    65

    Increase by 1%

    (16
    )

    —

    16

    32

    48

    Unchanged

    (31
    )

    (16
    )

    —

    16

    32

    Decrease by 1%

    (47
    )

    (32
    )

    (16
    )

    —

    16

    Decrease by 2%

    (62
    )

    (47
    )

    (31
    )

    (16
    )

    —

     The growth in the future policy benefits liability is the result of the aging of our inforce
block of business and the addition of new business. In addition, the growth in 2006 was moderately
impacted by the transfer of $170 million in the U.S. segment and $85 million in the Japan segment
from the unpaid policy claims liability to the future policy benefits liability that was discussed
above. These two transfers accounted for less than 1% of the increase in the aggregate. The table
below reflects the growth of future policy benefits liability for the years ended December 31.

    Future Policy Benefits

    (In
millions of dollars and billions of yen)

    2006

    2005

    2004

    Aflac U.S.

    $
    4,391

    $
    3,780

    $
    3,354

    Growth rate

    16.2
    %

    12.7
    %

    12.7
    %

    Aflac Japan

    $
    36,447

    $
    34,071

    $
    36,005

    Growth rate

    7.0
    %

    (5.4
    )%

    10.4
    %

    Consolidated

    $
    40,841

    $
    37,853

    $
    39,360

    Growth rate

    7.9
    %

    (3.8
    )%

    10.6
    %

    Yen/dollar exchange rate (end of period)

    119.11

    118.07

    104.21

    Aflac Japan (in yen)

    4,341

    4,023

    3,752

    Growth rate

    7.9
    %

    7.2
    %

    7.4
    %

Comment:

Investments and Cash, page II-28

    3.

    For each of your below-investment-grade securities as listed in the table on II-31 with
unrealized losses as of December 31, 2006, please tell us the specific factors that led to
your conclusion that the unrealized losses were not other-than-temporary at December 31, 2006
and June 30, 2007.

Response:

Our
below-investment-grade holdings are heavily monitored on an ongoing basis throughout each
quarter. While the documentation as follows includes certain data that may not have been available
until after each respective reporting period’s close, most of the data and credit analysis is
performed prior to the end of each quarter. The analyses are then updated shortly after each period
close for certain data.

The
following are executive summaries of our internal analyses of each
below-investment-grade
security and the factors considered, both quantitative as well as qualitative, in determining
whether an other-than-temporary loss had occurred as of and for the end of the periods requested.

Koninklijke Ahold N.V. (Ahold):

Fourth Quarter 2006 analysis

Ahold is a Netherlands-based major food retailer with operations in the Eastern U.S. and Europe.
Ahold’s Stop & Shop and Albert Heijn stores have leading market positions in the northeaster

Via Facsimile and U.S. Mail
Mail Stop 6010

         August 16, 2007

Mr. Kriss Cloninger III
President, Chief Financial Officer and
Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, GA  31999

Re:   Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File Number:  001-07434

Dear Mr. Cloninger:

We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to provide us with additional information
so we may better understand your disclosures.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page II-5
Critical Accounting Estimates, page II-6

Policy Liabilities, page II-8
 1. It appears that you have si gnificantly revised your estima te of the liability for
unpaid policy claims recorded in prior year s.  Please provide us, using disclosure-
type format, proposed revisions to your ex isting disclosure an explanation of the
reasons for your change in estimate.  Fo r each liability and lines of business,
please include the following disclosures:

Mr. Kriss Cloninger
Aflac Incorporated
August 16, 2007 Page 2
a. Identify the years to which the change  in estimate relates and disclose the
amount of the related liability as of th e beginning of the year that was re-
estimated.  Discuss and quantify offsetti ng changes in estimates that increase
and decrease the liability.
b. Identify the changes in the key assumpti ons you made to estimate the liability
since the last reporting date.
c. Identify the nature and timing of the ch ange in estimate, explicitly identifying
and describing in reasonable specificity  the new events that occurred or
additional information acquired since the last reporting date that led to the
change in estimate.
d. Ensure your disclosure clearly expl ains why recognition occurred in the
periods that it did and why recognition was not required in earlier periods.
We acknowledge that we previously comme nted on this matter in comment three
of our January 7, 2004 comment letter .  While your January 16, 2004 response
stated that you would address this comme nt in future filings, we are unsure how
the current discussion addresses these areas.

2. Please provide us, using disclosure-type  format, proposed revisions to your
existing disclosure clarifying the specific reasons for the substantial increase in your liabilities for future policy benef its.  In addition, please state why the
increase in the US and Japan future policy benefit reserves of $170 million and $85 million in the fourth quarter of  2006 was necessary.  Clarify what
assumptions changed that required  the increase in the reserve.

Investments and Cash, page II-28

3. For each of your below-investment-grade se curities as listed in the table on II-31
with unrealized losses as of  December 31, 2006, please tell us the specific factors
that led to your conclusion that the un realized losses were not other-than-
temporary at December 31, 2006 and June 30, 2007.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Kriss Cloninger
Aflac Incorporated
August 16, 2007 Page 3

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comment or change to disclosure  in response to staff comment do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comment as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658, or Mary
Mast, Senior Accountant, at (202) 551- 3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

         J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                September 12, 2006

Mr. Kriss Cloninger III
President, Chief Financial Officer and Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999

Re: Form 10-K for the Fiscal Year Ended December 31, 2005
            Filed February 28, 2006
 File No. 001-07434

Dear Mr. Cloninger,

We have completed our review of your Form 10-K and have no further comments
at this time.

 Sincerely,

        J o s e p h  J .  R o e s l e r
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Comments 4-5-04

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

July 27, 2006

Mr. Jim R. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC  20549

Re:

Aflac Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2005

Filed February 28, 2006

File No. 001-07434

Dear Mr. Rosenberg:

     We are responding to the two telephone comments we received from your office via Ms. Dana Hartz on July 19, 2006 in response to our letter of May 30, 2006.  Our responses to the two comments are presented below.  We have also listed your comments as we understand them from my conversation with Ms. Hartz.  If I have misunderstood the comments, please let me know.

Comment:

Form 10-K for the Fiscal Year Ended December 31, 2005

Management's Discussion and Analysis of Financial Condition and Results of Operations

Deferred Policy Acquisition Costs and Policy Liabilities

Policy Liabilities, page II-8

1.

Follow up comment to our previous response:  We have reviewed your proposed, expanded disclosure which includes a revised sensitivity analysis for the severity and total morbidity assumptions.  We note you also identified frequency as a key factor that affects morbidity assumptions.  Please tell us why you do not believe it is necessary to provide a sensitivity analysis around this factor based upon reasonable likely changes in assumptions.  In addition, please revise your proposed disclosure to include management's belief that the scenarios quantified are reasonably likely.

Response:

     In our proposed disclosure, we did not believe it was necessary to provide a sensitivity analysis around frequency because the sensitivity of a 1% change in frequency with no change in severity is the same as the sensitivity of a 1% change in total morbidity.  For this reason, we felt it was appropriate to demonstrate the sensitivity of total morbidity and days in hospital which is the component of severity that is most subject to fluctuation.  However, in light of your comment, we will update our disclosure to include sensitivity analysis of frequency.  Please note that in this analysis, we have modified the severity sensitivity to show the impact of an increase in total severity and not just days in hospital.  We believe this will allow a clearer understanding of the additional information regarding the sensitivity of both frequency and severity.

Comment:

2.

Follow up comment to our previous response:  We note that you disclose in response to comment 2 that your assumptions have been fairly stable over the last three years.  Please include a statement in your proposed disclosure that discloses that there have been no significant changes in your key assumptions during the periods presented.

Response:

     We will update our disclosure to include additional information regarding the changes to our key assumptions during the periods presented.  If this disclosure were made as of December 31, 2005, it would read as follows (emphasis added to illustrate changes in our original response):

     Unpaid policy claims include those claims that have been incurred and are in the process of payment as well as an estimate of those claims that have been incurred but have not yet been reported to us.  We compute unpaid policy claims on an undiscounted basis using statistical analyses of historical claims payments, adjusted for current trends and changed conditions.  Assumptions underlying the estimate of unpaid policy claims are updated regularly and incorporate our historical experience as well as other data that provides information regarding our outstanding liability.  For the periods shown, our assumptions changed by approximately 1% in total.

     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.  Claims incurred under Aflac's policies are generally reported and paid in a relatively short time frame.  The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and frequency of claims.  Severity is the ultimate size of the claim and frequency is the number of claims incurred.  As discussed previously, the unpaid claims liability is not, however, subject to medical cost inflation because benefits are based on a fixed indemnity.  Our claims experience is primarily related to the demographics of our policyholders.

     In computing the estimate of unpaid policy claims, we consider many factors including the benefits and amounts available under the policy; the volume and demographics of the policies exposed to claims; and internal business practices, such as incurred date assignment and current claim administrative practices.  We monitor these conditions closely and make adjustments to the liability as actual experience emerges.  Claim levels are generally stable from period to period, however, fluctuations in claim levels may occur.  In calculating the unpaid policy claims liability, we do not calculate a range of estimates.  However, the following table shows the expected impact on the unpaid policy claims liability as of December 31, 2005 of changes to severity and frequency of claims.  We believe that a variation in assumptions of plus or minus 1% in total is reasonably likely to occur.

Impact on Unpaid Policy Claims Liability

(In millions of dollars)

Total Severity

Total Frequency

Decrease by 2%

Decrease by 1%

Unchanged

Increase by 1%

Increase by 2%

Increase by 2%

-

19

38

58

77

Increase by 1%

(19

)

-

19

38

58

Unchanged

(37

)

(19

)

-

19

38

Decrease by 1%

(56

)

(38

)

(19

)

-

19

Decrease by 2%

(74

)

(56

)

(37

)

(19

)

-

     Thank you for your time and consideration.  I look forward to discussing these items with you and your colleagues as needed.  My contact information is (706) 317-6495 or rrogers@aflac.com.

Sincerely,

Ralph A. Rogers, Jr.

wlh/RAR,Jr.

cc:

Dana Hartz, Staff Accountant

Mary Mast, Review Accountant

CORRESP
1
filename1.htm

Comment 05-31-06

Ralph A. Rogers, Jr.

Senior Vice President

Chief Accounting Officer

May 30, 2006

Mr. Jim R. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC  20549

Re:

Aflac Incorporated

Form 10-K for the Fiscal Year Ended December 31, 2005

Filed February 28, 2006

File No. 001-07434

Dear Mr. Rosenberg:

     We are responding to your letter of May 19, 2006.  Our responses to your comments are presented below.  We have also listed your comments for ease of reference.

Comment:

Form 10-K for the Fiscal Year Ended December 31, 2005

Management's Discussion and Analysis of Financial Condition and Results of Operations

Deferred Policy Acquisition Costs and Policy Liabilities

Policy Liabilities, page II-8

1.

We note that you provide a sensitivity analysis around the entire unpaid policy claims liability reserve balance.  To aid an investor in understanding the variability that is reasonably likely from your estimated loss reserve, please provide us, in disclosure-type format, a modified sensitivity analysis which illustrates reasonably likely changes in the key assumptions used to arrive at management's best estimate and quantify the effect on operations and financial position of reasonably likely changes in those assumptions.  Explain why management believes the scenarios quantified are reasonably likely.

Response:

     Based upon your comment, we will revise the disclosure in future annual reports.  We have included sensitivity of the unpaid policy claims liability of a 1% change in either the severity of claims or the total claim morbidity.  We believe these scenarios are reasonable because over the last 10 years, our total morbidity has moved on average 1% per year.

     If this disclosure were made as of December 31, 2005, it would read as follows:

     Unpaid policy claims include those claims that have been incurred and are in the process of payment as well as an estimate of those claims that have been incurred but have not yet been reported to us.  We compute unpaid policy claims on an undiscounted basis using statistical analyses of historical claims payments, adjusted for current trends and changed conditions.  Assumptions underlying the estimate of unpaid policy claims are updated regularly and incorporate our historical experience as well as other data that provides information regarding our outstanding liability.

     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.  Claims incurred under Aflac's policies are generally reported and paid in a relatively short time frame.  The unpaid claims liability is sensitive to morbidity assumptions, in particular, severity and frequency of claims.  Severity is the ultimate size of the claim and frequency is the number of claims incurred.  As discussed previously, the unpaid claims liability is not, however, subject to medical cost inflation because benefits are based on a fixed indemnity.  Our claims experience is primarily related to the demographics of our policyholders.

     In computing the estimate of unpaid policy claims, we consider many factors including the benefits and amounts available under the policy; the volume and demographics of the policies exposed to claims; and internal business practices, such as incurred date assignment and current claim administrative practices.  We monitor these conditions closely and make adjustments to the liability as actual experience emerges.  Claim levels are generally stable from period to period, however, fluctuations in claim levels may occur.  In calculating the unpaid policy claims liability, we do not calculate a range of estimates.  However, if severity or total morbidity of current period claims were to change by 1%, we would expect the unpaid policy claims liability as of December 31, 2005, to change as follows:

(In millions)

Days in hospital (severity) - 1% increase

$

9

Days in hospital (severity) - 1% decrease

(9

)

Total morbidity (including severity) - 1% increase

$

 19

Total morbidity (including severity) - 1% decrease

(19

)

Comment:

2.

Please identify and describe those key assumptions that materially affect the estimate of the unpaid policy claims liability reserve.  For example, significant assumptions could be those assumptions that involved the greatest amount of judgment or those assumptions that have the greatest financial impact on the loss reserve balance.  In addition please disclose the following:

a.

For each of your key assumptions quantify and explain what caused them to change historically over the periods presented.

b.

Discuss whether and to what extent management has adjusted each of the key assumptions used in calculating the most recent estimate of the reserve given the historical changes, current trends observed and/or other factors.  This discussion should reconcile the historical changes, the current trends and/or other factors observed to what management has calculated as its most recent key assumptions.

Response:

     In the disclosure above, we have commented on the key assumptions that materially affect our estimate of unpaid policy claims.  Our assumptions and experience have been fairly stable over the last three years.  Four years ago, we experienced a change in both severity and frequency, which we discussed in MD&A at the time.  We saw a decrease in the number of days per hospital stay, which reduced the severity of claims in our Japanese block of business.  However, we also saw an offsetting increase in the frequency of claims, which tended to offset the improvement from reduced severity.

     In addition to the two comments, you requested that certain acknowledgements be made.  The request and response is provided below.

Request:

     In connection with responding to our comments, please provide in your letter, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes in disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to filing; and

the company may not assert staff comments as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response:

     We acknowledge that the company is responsible for the adequacy and accuracy of the disclosure in the filing; that staff comments or changes in disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to filing; and that the company may not assert staff comments as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     Thank you for your time and consideration.  I look forward to discussing these items with you and your colleagues as needed.  My contact information is (706) 317-6495 or rrogers@aflac.com.

Sincerely,

/s/ Ralph A. Rogers, Jr.

Ralph A. Rogers, Jr.

wlh/RAR,Jr.

cc:

Dana Hartz, Staff Accountant

Mary Mast, Review Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                May 19, 2006

Mr. Kriss Cloninger III
President, Chief Financial Officer and Treasurer
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999

Re: Aflac Incorporated
Form 10-K for the Fiscal Year Ended December 31, 2005
            Filed February 28, 2006
 File No. 001-07434

Dear Mr. Cloninger:

We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to  provide us with information so we may
better understand your disclosure.  Please be as de tailed as necessary in  your explanation.
After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Deferred Policy Acquisition Co sts and Policy Liabilities

Policy Liabilities, page II-8

1. We note that you provide a sensitivity analysis aro und the entire unpaid policy
claims liability reserve balance.  To  aid an investor in understanding the
variability that is reasonably likely from your estimated loss reserve, please
provide us, in disclosure-type format, a modified sensitivity analysis which

Mr. Kriss Cloninger III
Aflac Incorp orated
May 19, 2006
Page 2

illustrates re asonably lik ely change s in th e key as sumptions used to ar rive at
manage ment’s best estimate and quantif y the effect on operations and financial
position of reasonably likely changes in those assum ptions.  Explain why
manage ment believes the scenarios quantified are reasonably likely.

2. Please identify and describe those key a ssum ptions that m aterially af fect the
estim ate of the unpaid policy claim s liabili ty reserve.  For example, significant
assum ptions could be those assum ptions that involved the greatest am ount of
judgm ent or those assum ptions that have the greatest financial im pact on the loss
reserve balance.  In addition please disclose the f ollowing:
a. For each of your key assum ptions qu antify and explain what caused th em
to change historically ov er the periods presented.
b. Discuss whether and to what exten t managem ent has adjus ted each of th e
key assum ptions used in calcu lating the m ost recent estim ate of the
reserve given the historical changes, current trends observed and/or other
factors.  This discussion should reco ncile the historical changes, the
current trends and/or other factors observed to w hat managem ent has
calculated as its m ost recent key assum ptions.

Please respond to these comm ents within  10 business days or tell us when you
will prov ide us with a res ponse.  Please furnish a letter that  keys your response to our
comment and provide the request ed infor mation.  Detailed le tters greatly facilitate our
review.  Please file your letter on E DGAR under the form  type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosu re in the f iling to  be cer tain that the filing include s all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision.  Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.

 In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at:

‚ the com pany is respon sible for the adequacy  and accuracy of the dis closure in the
filing;
‚ staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from  taking any actio n with respe ct to the f iling; and
‚ the com pany m ay not assert staff comments as a defense in any proceeding initiated
by the Comm ission or any person under the federal securities laws of the United
States.

Mr. Kriss Cloninger III
Aflac Incorp orated
May 19, 2006
Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.

You m ay contact Dana Hartz,  Staff Accountant, at ( 202) 551-3648 or Mary Mast,
Review Accountant, at (202) 551-3613 if you have questions regarding the comm ents.
Please contact m e at (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant