This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2015 performance, please review the Company’s Annual Report on Form 10-K. In this Proxy Statement, the terms “Company,” “we,” or “our” refer to Aflac Incorporated, and the term “Aflac” refers to the Company’s subsidiary, American Family Life Assurance Company of Columbus, which operates in the United States (“Aflac U.S.”) and as a branch in Japan (“Aflac Japan”).

2016 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

2015 Business Highlights

In 2015, the Company delivered strong operating results. Business highlights included:

Our compensation philosophy, which extends to every employee level at the Company, is to provide pay-for-performance that is directly linked to the Company’s results. We believe this is the most effective method for creating shareholder value and that it has played a significant role in making the Company an industry leader.

The Company’s executive compensation programs reflect our corporate governance best practices principles:

Executive Compensation Program Changes in Response to Say-on-Pay Vote

The Company, which allowed shareholders a “say-on-pay” advisory vote beginning in 2008, before the requirement later imposed on companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act, had received endorsement rates from our shareholders that had averaged more than 96% since its institution through 2013.

After receiving less favorable support in 2014 and engaging shareholders, the Compensation Committee made modifications to the process for setting the CEO’s compensation in 2014 to better align our relative financial and total shareholder return performance with the CEO’s pay in the same year, thus eliminating the timing disconnect under the prior method. In 2015, our say-on-pay vote received strong support, with 87% of our shareholders voting in favor of our executive compensation programs.

Consistent with our approach in prior years, the Company engaged in extensive shareholder outreach efforts throughout 2015. The feedback from these conversations was incorporated into the regular review of compensation practices by the Compensation Committee, which in turn conducted a thorough analysis of best practices. Based on the feedback resulting from the Company’s shareholder engagement and analysis, in 2015 we have eliminated the overlap in performance metrics used in the annual non-equity incentive plan and long-term equity incentive plan. The RBC demonstrates Aflac’s achievement in managing the capital level of the consolidated insurance operations of Aflac Japan and Aflac U.S. as reported to U.S. regulatory authorities. This capital measure reflects the Company’s ability to both satisfy its obligations to policyholders and generate returns for shareholders. Therefore, RBC was determined to be the best metric to measure and assess management’s long-term performance for our performance-based restricted share (“PBRS”) awards.

For 2016, the Compensation Committee has changed the PBRS awards’ RBC goals and vesting to strengthen the rigor of the RBC metric. The 2016 PBRS objectives will be based on the average RBC for the three year period 2016 to 2018 calculated as the arithmetic average of the year-end RBC for each of the three years. For the three year period, performance shares will vest at 50% if threshold RBC ratio is achieved and 100% if target if attained. Vesting will be determined using linear interpolation for an RBC ratio between 500% and 700%. If the RBC falls below 500% there will be no vesting for the period. If the RBC equals or exceeds 700% vesting will be equal to 100%. Overall, we believe that these modifications provide a stronger performance goal for the long-term equity incentives.

We constantly analyze our practices to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder concerns. As such, we will continue our review to determine if additional changes should be made in 2016. As a company, we pride ourselves on incorporating ethics and transparency into everything we do, including compensation disclosure.

Each Director stands for election annually. The following table provides summary information about each Director nominee.

Both the Corporate Governance Committee and the Board of Directors believe that it is appropriate to maintain a balance of longer tenured members, who bring valuable Company-specific knowledge with a historical perspective, and shorter tenured members, who bring fresh perspectives and new ideas. Since 2009, the Board of Directors has reduced its size from 17 to 13 Directors, while nominating 6 new members to address identified skill sets.

Non-Management Director Tenure (10 Nominees)

4

This Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders to be held on Monday, May 2, 2016, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and described in detail herein. The Annual Meeting will be held at 10 a.m. at the Columbus Museum (in the Patrick Theatre), 1251 Wynnton Road, Columbus, Georgia, directions to which may be obtained by calling (800) 227-4756.

The mailing address of our principal executive offices is Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999.

All properly executed proxies returned to the Company will be voted in accordance with the instructions contained thereon. With respect to proxies returned by shareholders of record to the Company with no voting instructions indicated, the proxies will be voted FOR the

election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 3, and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof. Shareholders of record may also submit their proxies via the internet or by telephone in accordance with the procedures set forth in the enclosed proxy, or vote in person at the Annual Meeting. Any proxy may be revoked by the shareholder at any time before it is exercised by giving written notice to that effect to the Secretary of the Company or by submission of a later-dated proxy or subsequent internet or telephonic proxy. Shareholders who attend the Annual Meeting may revoke any proxy previously granted and vote in person orally or by written ballot.

This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 17, 2016.

The Company will pay the cost of soliciting proxies. The Company will make arrangements with brokerage firms, custodians, and other fiduciaries to send proxy materials to their principals by mail and by electronic transmission, and the Company will reimburse these entities for mailing and related expenses incurred. In addition to solicitation by mail and electronic transmission, certain officers and other employees of

the Company may solicit proxies by telephone and by personal contacts. However, they will not receive additional compensation (outside of their regular compensation) for doing so. In addition, the Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $9,500, plus reimbursement of reasonable out-of-pocket expenses.

As permitted by the U.S. Securities and Exchange Commission (“SEC”) rules, we are making these proxy materials available to our shareholders via the internet. Accordingly, we have mailed to most of our shareholders a notice about the internet availability of this Proxy Statement and the Company’s 2015 Year in Review and Annual Report on Form 10-K for the year ended December 31, 2015 (together, the “Annual Report”) instead of a paper copy of those documents. The notice contains instructions on how to access those documents over the internet, how to vote online at proxyvote.com, and how to request and receive a paper

copy of our proxy materials, including this Proxy Statement and our Annual Report. Shareholders who select the online access option to the Proxy Statement, Annual Report, and other account mailings through aflinc^®, the Company’s secure online account management system, will receive electronic notice of availability of these proxy materials. All shareholders who do not receive a notice and did not already elect online access will receive a paper copy of the proxy materials by mail. We believe this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

The Company is sending only one Annual Report and one Proxy Statement or notice of availability of these materials to shareholders who consented and who share a single address. This is known as “householding.” However, if a registered shareholder residing at such an address wishes to receive a separate Annual Report or Proxy Statement, he or she may contact Shareholder Services by phone at (800) 227-4756, by e-mail at shareholder@aflac.com, or by mail at the following address: Shareholder Services,

1932 Wynnton Road, Columbus, Georgia 31999. Registered shareholders who receive multiple copies of the Company’s Annual Report or Proxy Statement or notice of availability of these materials may request householding by contacting Shareholder Services using the preceding options. Shareholders who own the Company’s shares through a bank, broker, or other holder of record may request householding by contacting the holder of record.

In accordance with the Company’s Articles of Incorporation, shares of the Company’s Common Stock, par value $.10 per share (the “Common Stock”), are entitled to one vote per share until they have been held by the same beneficial owner for a continuous period of greater than 48 months prior to the record date of the meeting, at which time they become entitled to 10 votes per share. Where a share is transferred to a transferee by gift, devise, or bequest, or otherwise through the laws of inheritance, descent, or distribution from the estate of the transferor, or by distribution to a beneficiary of shares held in trust for such beneficiary, the transferee is deemed to be the same beneficial owner as the transferor for purposes of determining the number of votes per share. Shares acquired as a direct result of a stock split, stock dividend, or other distribution with respect to existing shares (“dividend

shares”) are deemed to have been acquired and held continuously from the date on which the shares with regard to which the issued dividend shares were acquired. Shares of Common Stock acquired pursuant to the exercise of a stock option are deemed to have been acquired on the date the option was granted. Shares of Common Stock held in “street” or “nominee” name are presumed to have been held for less than 48 months and are entitled to one vote per share unless this presumption is rebutted by providing evidence to the contrary to the Board of Directors of the Company. Shareholders desiring to rebut this presumption should complete and execute the affidavit appearing on the reverse side of their proxy. The Board of Directors reserves the right to require evidence to support the affidavit.

Shareholders shown above with one vote per share can rebut the presumption that they are entitled to only one vote as outlined in “Description of Voting Rights” above. If all of the outstanding shares were entitled to 10 votes per share, the total votes available would be 4,190,404,390. However, for the purposes of this Proxy Statement, it is assumed that the total votes available to be cast at the Annual Meeting will be 702,262,438.

The holders of a majority of the voting rights entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum for the

transaction of such business that comes before the meeting. Abstentions are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes are also counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists.

Pursuant to the Company’s Bylaws, in an uncontested election of Directors, a Director shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, provided a quorum is present. An abstention with respect to the election of one or more nominees will not be counted as a vote cast and will have no effect on the election of such nominee or nominees. If a nominee who is already serving as a Director is not re-elected at the annual meeting in an uncontested election, under Georgia law the Director would continue to serve on our Board of Directors as a “holdover director.” However, under our Director Resignation Policy any holdover director who stood for election but the votes cast for such Director did not exceed the votes cast against such Director, must offer to tender his or her resignation to our Chairman of the Board. The Corporate Governance Committee will consider such resignation and recommend to the Board whether to accept or reject it. In considering whether to accept or reject the tendered resignation, the Corporate Governance Committee will consider all factors deemed relevant by its members, including the stated reasons why shareholders voted against such Director, the qualifications of the Director and whether the resignation would be in the best interests of the Company and its shareholders. The Board will formally act on the Corporate Governance

Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. The Company will, within four business days after such decision is made, publicly disclose in a Form 8-K filed with the SEC, the Board’s decision, together with a full explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the tendered resignation. If a nominee who was not already serving as a Director is not elected at the annual meeting, that nominee would not become a Director and would not serve on our Board of Directors as a holdover director. In a contested election at an annual meeting of shareholders (a situation in which the number of nominees exceeds the number of Directors to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.

Pursuant to the Company’s Bylaws, approval of Proposals 2 and 3 and any other matters to be considered at the Annual Meeting will be decided by the majority of votes cast at the Annual Meeting by the holders of shares entitled to vote on such matters. Abstentions will not be counted as votes cast and will have no effect on the outcome of the votes on Proposals 1, 2, and 3.

It is critical that all shareholders who hold shares in street name vote their shares if they want their votes to count in the election of Directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2). If a shareholder holds shares in street name and does not instruct its bank or broker how to vote in the election of Directors or on the advisory vote on executive compensation, no votes will be cast on behalf of such shareholder with respect to such matter. Such broker non-votes will have no effect on the outcome of Proposals 1 or 2. The bank or broker does, however, have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3).

If a shareholder of record does not return the proxy card, no votes will be cast on its behalf on any of the items of business at the Annual Meeting. If a shareholder of record returns the proxy card but does not indicate any voting instructions, such proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 3 and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof.

The Company has a long history of engaging shareholders to gain an understanding about the issues and concerns that are important to them. We believe that open communications can have a positive influence on our corporate governance practices such as the

Company's decision to become the first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay. Additionally, as part of this governance philosophy, we communicate with our shareholders on a regular basis.

The Board of Directors annually assesses the independence of each Director nominee. The Board has determined that with respect to W. Paul Bowers, Toshihiko Fukuzawa, Elizabeth J. Hudson, Douglas W. Johnson, Robert B. Johnson, Charles B. Knapp, Joseph L. Moskowitz, Barbara K. Rimer, DrPH, Melvin T. Stith, and , (i) none of such individuals is precluded from being an independent director under the New York Stock Exchange (“NYSE”) listing standards and (ii) none of such individuals has a material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a

relationship with the Company), and that accordingly, each such individual is considered an “independent director” for purposes of the NYSE listing standards. The Board of Directors has also determined that Takuro Yoshida, who is not standing for re-election at the Annual Meeting, was an “independent director” for purposes of the NYSE listing standards during the time he was a director. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company and research conducted by management.

Daniel P. Amos has served as our Chairman of the Board since 2001 and as our CEO since 1990. The Board believes that the most effective Board leadership structure for the Company at the present time is for the CEO to continue to serve as Chairman of the Board in conjunction with the appointment of a Lead Non-Management Director as described below. This structure has served the Company well for many years. Combining the positions of Chairman and CEO provides the Company with decisive and effective leadership. The Board believes that Mr. Amos’ in-depth long-term knowledge of the Company’s operations and vision for its development make him the best qualified person to serve as both Chairman and CEO. Because the CEO is ultimately responsible for the day-to-day operation of the Company and for executing the Company’s strategy, and because the performance of the Company is an integral part of Board deliberations, the Board believes that Mr. Amos is the Director most qualified to act as Chairman of the Board. However, the Board retains the authority to modify this structure to best advance the interests of all shareholders, if circumstances warrant such a change.

The Board also believes that its existing corporate governance practices achieve independent oversight and management accountability. These governance practices are reflected in the Company’s Guidelines on Significant Corporate Governance Issues and the Committee charters and include the following:

The position of Lead Non-Management Director currently rotates triennially among the Chairs of the Audit and Risk, Compensation, and Corporate Governance Committees. Douglas W. Johnson is currently the Lead Non-Management Director. The responsibilities of the Lead Non-Management Director include the following:

Furthermore, the Lead Non-Management Director has the ability to call meetings of the independent Directors.

The Corporate Governance Committee believes that the minimum qualifications for serving as a Director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Corporate Governance Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. The Corporate Governance Committee also seeks to create a Board that is strong in its collective knowledge and has a diversity of backgrounds, skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, corporate governance and global markets. The Company’s Guidelines on Significant Corporate Governance Issues provide that diversity is a factor the Corporate Governance Committee should consider in nominating Directors. The diversity of Board and Committee members (which would include gender, ethnicity, race, color, and national origin) is one of the specified criteria considered by the Board as part of its annual self-evaluation.

The Corporate Governance Committee identifies potential nominees by asking current Directors and executive officers to notify the Corporate Governance Committee if they become aware of persons that meet the criteria described above and who have had a change in circumstances that might make them available to serve on the Board (for example, if an individual has retired as chief executive officer or chief financial officer of a public company or exited government or military service). The Corporate Governance Committee may also, from time to time, engage firms that specialize in identifying Director candidates. As described below, the Corporate Governance Committee will also consider candidates recommended by shareholders.

Once the Corporate Governance Committee identifies a person as a potential candidate, the Corporate Governance Committee may collect and review publicly available information regarding the potential candidate to assess whether that person should receive further consideration. If the Corporate Governance Committee determines that the candidate warrants further

consideration, the Chairman or another member of the Corporate Governance Committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Corporate Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications relative to any other candidates that the Corporate Governance Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Corporate Governance Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater firsthand knowledge of the candidate’s accomplishments. The Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated below, the Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

The Corporate Governance Committee will consider Director candidates recommended by shareholders. In considering candidates submitted by shareholders, the Corporate Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Corporate Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by the Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include: (i) the name of the shareholder and evidence of the person’s ownership of Common Stock, including the number of shares owned and the length of time of ownership; and (ii) the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Director of the Company and the person’s consent to be named as a Director if selected by the Corporate Governance Committee and nominated by the Board. No person 20 years of age or younger or 75 years of age or older is eligible for election or appointment as a member of the Board of Directors.

The shareholder recommendation and information described above must be sent to the Corporate Secretary at Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999, and must be received by the Corporate Secretary not less than 90 nor more than 120

days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be so received no later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever occurs first.

In addition to the above described nomination process, our proxy access bylaw permits a shareholder (or a group of up to 20 shareholders) who owns shares of our outstanding capital stock representing at least 3% of the votes entitled to be cast on the election of directors, and who has owned such shares continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to 20% of the Board, if the nominating shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. The Audit and Risk Committee charter provides that the Audit and Risk Committee’s responsibilities and duties include risk management and compliance oversight. The Audit and Risk Committee charter provides that the Audit and Risk Committee shall discuss guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

The Audit and Risk Committee reviews periodically with the internal auditors, together with the independent auditor and the Company's financial management, the adequacy and effectiveness of the internal controls of the Company, including information security policies and the internal controls regarding information security, and any special steps adopted in light of material control deficiencies.

The Audit and Risk Committee’s risk management oversight responsibilities include:

The Finance and Investment Committee assists the Board of Directors by providing oversight of the investment process and investment risk management of the Company and its subsidiaries by reviewing and approving the investment policies, strategies, transactions and performances. The “investment process” is the process by which all investable cash flows of the Company and its subsidiaries are invested, and by which investments are managed to emphasize safety, liquidity, returns, tax considerations, applicable laws and regulations, and conformity to the needs of each Company. The “investment risk” includes, but is not limited to liquidity risk, market risk, and credit risk. “Liquidity risk” is risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss. “Market risk” is the risk that as a result of market movements, a firm may be exposed to fluctuations in the value of its assets, the amount of its liabilities, or the income from its assets. “Credit risk” is the risk of loss a firm is exposed to if a counterparty fails to perform its contractual obligations, including failure to perform them in a timely manner.

In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. As more fully discussed in the “Compensation Discussion and Analysis”

(“CD&A”) section of this Proxy Statement, incentive compensation performance objectives of the Company’s management are determined and established which are realistically obtainable so as not to encourage excessive risk taking.

The Company has a global Disclosure Committee comprising senior levels of management across the Company to ensure that disclosure controls and procedures are effective and provide, to the highest degree of certainty possible, that the information required to be disclosed to the investing public is

accumulated and communicated to the Disclosure Committee to allow timely decisions regarding disclosure.

In its annual self-evaluation, the Board discusses its performance and oversight responsibility. In this discussion, the Board evaluates the quality of the information provided to Directors by the Audit and Risk Committee about the Company’s risk management and corporate compliance programs.

The Company has a Code of Business Conduct and Ethics, which is applicable to all Directors and employees, including executive officers, of the Company and its subsidiaries. The Code of Business Conduct and Ethics includes a Code of Ethics for Chief Executive and Senior Financial Officers that sets forth standards applicable to all officers, Directors, and employees but has provisions specifically applicable to

the Chief Executive Officer, Chief Financial Officer, and the Chief Accounting Officer. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics by posting such information on the Company’s website, aflac.com, under “Investors” then “Corporate Governance.”

The Board of Directors, in coordination with the Corporate Governance Committee, is responsible for Chief Executive Officer continuity succession planning and succession planning for key executives to ensure continuity in senior management. The Board of Directors, in coordination with the Corporate Governance Committee, also ensures that the Company has appropriate steps in place to address emergency Chief Executive Officer succession planning in the event of extraordinary circumstances.

As part of the Company’s Chief Executive Officer continuity succession planning, the Company’s Chief Executive Officer, in coordination with the Company’s executive management team, including the General Counsel and the Director of Human Resources,

periodically provides recommendations and evaluations of potential successors to the Chief Executive Officer position, along with a review of any development plans recommended for such individuals, to the Corporate Governance Committee. As part of the Company’s succession planning for key executives, the Corporate Governance Committee, in coordination with the Chief Executive Officer and executive management, identifies potential successors to executive management positions.

The Chief Executive Officer reviews executive succession planning and management development at an annual executive session of non-management Directors.

Shareholders may contact members of the Board by mail. To communicate with the Board of Directors, any individual Director or any group or committee of Directors (including Non-employee Directors as a group), correspondence should be addressed to the Board of Directors or any such individual Director or group or committee of Directors by either name or title. All such correspondence should be sent to the Corporate Secretary of Aflac Incorporated at the following address: 1932 Wynnton Road, Columbus, Georgia 31999.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether

the contents represent a message to the Directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of Directors, the Secretary’s office will make sufficient copies of the contents to send to each Director who is a member of the group or committee to which the envelope is addressed.

It is Company policy that each of the Directors attends the Annual Meeting. All of the Directors were in attendance at the 2015 Annual Meeting.

During 2015, the Board of Directors met four times, and all Directors attended at least 75% of the meetings of the Board and Board Committees on which they served.

The current principal seven Board of Directors committees are Audit and Risk, Compensation, Corporate Development, Corporate Governance, Executive, Finance and Investment, and Sustainability. The Audit and Risk Committee charter, the Compensation Committee charter, and the Corporate Governance Committee charter, as well as the

Company’s Guidelines on Significant Corporate Governance Issues and the Code of Business Conduct and Ethics, can all be found at the Company’s website, aflac.com, under “Investors” then “Corporate Governance.” These documents are also available in print to shareholders upon request. Shareholders may submit their request to Aflac Incorporated, Corporate Secretary, 1932 Wynnton Road, Columbus, Georgia 31999.

The Audit and Risk Committee is a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act.

The Audit and Risk Committee has the following primary duties and responsibilities:

The Audit and Risk Committee reviews periodically with the internal auditors, together with the independent auditor and the Company's financial management, the adequacy and effectiveness of the internal controls of the Company, including information security policies and the internal controls regarding information security, and any special steps adopted in light of material control deficiencies.

In November 2015, the Audit Committee was reformed as the Audit and Risk Committee, which in addition provides direct oversight of areas of risk, such as legal, regulatory, compliance, and information security, and formalizes enterprise risk oversight at the Board level. The Audit and Risk Committee’s risk management oversight responsibilities include:

The Audit and Risk Committee also pre-approves audit and non-audit services provided by the Company’s independent registered public accounting firm and pre- approves or ratifies all related person transactions that are required to be disclosed in the Company’s annual proxy statement. In addition, it is the responsibility of the Audit and Risk Committee to select, oversee, evaluate, determine funding for, and, where appropriate, replace or terminate the independent registered public accounting firm. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm.

The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any

other matters relating to the Company’s financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any matters that the Audit and Risk Committee deems appropriate and may present its recommendations and conclusions to the Board.

The Audit and Risk Committee is composed of Douglas W. Johnson (Chairman and financial expert), W. Paul Bowers (financial expert), Charles B. Knapp, Joseph L. Moskowitz (financial expert), and Melvin T. Stith. All Audit and Risk Committee members qualify as “outside” Directors as defined by Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “IRC”), “Non-employee Directors” within the meaning of Rule 16b-3 under the Exchange Act, and independent Directors under the NYSE listing standards. The Audit and Risk Committee operates under a written charter adopted by the Board of Directors. The Audit and Risk Committee met thirteen times during 2015.

The responsibilities of the Compensation Committee include the following: (i) to review, at least annually, the goals and objectives of the Company’s executive compensation plans; (ii) to evaluate annually the performance of the CEO with respect to such goals and objectives; (iii) to determine the CEO’s compensation level based on this evaluation; (iv) to evaluate annually the performance of the other executive officers of the Company in light of such goals and objectives, and set their compensation levels based on this evaluation and the recommendation of the CEO; (v) to review the Company’s incentive compensation programs to determine whether they encourage excessive risk taking, and evaluate compensation policies and practices that could mitigate any such risk; and (vi) to review the Company’s general compensation and benefit plans with respect to the goals and objectives of these plans. The Compensation Committee also reviews and approves compensation levels, equity-linked incentive compensation, and annual incentive awards, sometimes referred to as non-equity incentives, under the Company’s Management Incentive Plan (“MIP”) for all executive officers including those who are members of the Board.

With respect to Non-employee Director compensation, the Compensation Committee recommends to the Board a policy regarding Non-employee Director compensation and has recommended to the Board Non-employee Director compensation consistent with such policy. From time to time the Board may create a Special Purpose Committee made up of Non-employee Directors; remuneration for service on these

committees is recommended by the Compensation Committee. The Board makes final determinations regarding Non-employee Director compensation.

The Compensation Committee retains a nationally recognized compensation consultant, Mercer LLC (the “Consultant”), to assist and advise the Compensation Committee in its deliberations regarding executive compensation. The Consultant works with the Compensation Committee in the review of executive compensation practices, including the competitiveness of pay levels, design issues, market trends, and other technical considerations.

The Consultant typically assists in the following areas:

Fees paid to the Consultant for executive compensation consulting services totaled $260,436 in 2015. Management retained affiliated companies of the Consultant to provide additional services not pertaining to executive compensation during 2015, and approved payments totaling $9,566,203 for those services. These payments consisted of broker commissions for insurance sales by the affiliated companies. As reported by the Consultant to the Compensation Committee, these payments represented less than ..08% of the Consultant’s employer’s annual revenue. The Compensation Committee has assessed the independence of the Consultant pursuant to SEC rules and concluded that no conflict of interest exists that

would prevent the Consultant from independently representing the Compensation Committee.

Additional information regarding the Company’s processes and procedures for the consideration and determination of executive compensation can be found in the CD&A below.

The current members of the Compensation Committee are Robert B. Johnson (Chairman), Joseph L. Moskowitz, and Douglas W. Johnson. All members of the Compensation Committee are “outside” Directors as defined by Section 162(m), “Non-employee Directors” within the meaning of Rule 16b-3 under the Exchange Act, and independent Directors under the applicable NYSE listing standards. The Compensation Committee operates under a written charter adopted by the Board of Directors. The Compensation Committee met eight times in 2015.

The Acquisition Committee of the Board of Directors reviewed acquisition strategies with the Company's management, investigated acquisition candidates on behalf of the Company, and recommended acquisition strategies and candidates to the Company's Board, as appropriate. In February 2016, the Acquisition Committee was reformed as the Corporate Development Committee, which has the responsibility of reviewing the Company’s corporate and strategic organization development to identify, evaluate and

execute on appropriate organic and inorganic opportunities that could enhance the Company’s long- term growth and build shareholder value. The Committee operates under a written charter adopted by the Board of Directors and is currently composed of W. Paul Bowers (Chairman), Elizabeth J. Hudson, Charles B. Knapp, and Joseph L. Moskowitz. The Committee met once during 2015.

The Corporate Governance Committee has the following primary duties and responsibilities:

The Corporate Governance Committee of the Board of Directors is composed of Barbara K. Rimer, DrPH (Chair), Robert B. Johnson, and Melvin T. Stith. All Corporate Governance Committee members qualify as “outside” Directors as defined by Section 162(m), “Non-employee Directors” within the meaning of Rule 16b-3 under the Exchange Act, and independent Directors under the NYSE listing standards. The Corporate Governance Committee operates under a written charter adopted by the Board of Directors. The Corporate Governance Committee met four times during 2015.

Under the Company’s Bylaws, the Executive Committee of the Board of Directors must consist of at least five Directors, including the Chief Executive Officer, the Chairman of the Board of Directors, the President, and such number of other Directors as the Board of Directors may from time to time determine. The Chief Executive Officer (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee. The Executive Committee has and may exercise, during the intervals between meetings of the Board of Directors, all of the powers of the Board of Directors which may be delegated under Georgia law.

The membership of the Executive Committee also includes the chairpersons of the Audit and Risk, Compensation, and Corporate Governance Committees, and, therefore, includes the Company's Lead Non-Management Director.

The Executive Committee, which is composed of Daniel P. Amos (Chairman), Paul S. Amos II, Kriss Cloninger, Douglas W. Johnson, Robert B. Johnson, and Barbara K. Rimer, DrPH, met nine times during 2015.

The Investment and Investment Risk Committee assisted the Board of Directors by providing oversight of the investment process and investment risk management of the Company and its subsidiaries by reviewing and approving the Company’s investment policies, strategies, transactions and performances. The “investment process” is the process by which all investable cash flows of the Company and its subsidiaries are invested, and by which investments are managed to emphasize safety, liquidity, returns, tax considerations, applicable laws and regulations, and conformity to the needs of the Company and its subsidiaries. The “investment risk” includes, but is not limited to liquidity risk, market risk, and credit risk.

In November 2015, the Investment and Investment Risk Committee was reformed as the Finance and Investment Committee, which in addition to overseeing the investment process and investment risk management, provides oversight of the Company's capital and financial resources.

Under its charter, the Finance and Investment a Committee has the following primary duties and responsibilities:

The Finance and Investment Committee of the Company’s Board of Directors is composed of Charles B. Knapp, (Chairman), Paul S. Amos II, Elizabeth J. Hudson, and Thomas J. Kenny. The Finance and Investment Committee operates under a written charter adopted by the Board of Directors. The Finance and Investment Committee met nine times during 2015.

The Sustainability Committee of the Board of Directors has the following primary duties and responsibilities: (i) to provide assistance to the Board in fulfilling its responsibility to the shareholders in regards to the policies and practices that relate to the sustainable growth of the U.S. operation of the Company and its subsidiaries; (ii) to oversee the Company's sustainability plans and practices, including its internal policies and procedures as well as its public-facing corporate policy; and (iii) to review and discuss with management the Company's environmental activities and impacts. The Sustainability Committee assists management in setting strategy, establishing goals and integrating sustainability into the daily business activities of the Company’s U.S. operation, including the formulation and implementation of policies, procedures and practices that permit the Company to respond to evolving public sentiment and government regulation in the areas of environmental stewardship, energy use, recycling and carbon emissions, that foster the

sustainable growth of the Company’s U.S. operation. "Sustainable growth" means the ability to meet the needs of our shareholders and customers while taking into account the needs of future generations. "Sustainable growth" also equates to the long-term preservation and enhancement of the Company’s financial, environmental and social capital.

The Sustainability Committee is composed of Elizabeth J. Hudson (Chair), W. Paul Bowers, and Barbara K. Rimer, DrPH. All members of the Sustainability Committee are “outside” Directors as defined by Section 162(m), “Non-employee Directors” within the meaning of Rule 16b-3 under the Exchange Act, and independent Directors under the applicable NYSE listing standards. The Sustainability Committee operates under a written charter adopted by the Board of Directors. The Sustainability Committee met once during 2015.

During 2015, the members of the Company’s Compensation Committee were Robert B. Johnson (Chairman), David Gary Thompson, Douglas W. Johnson, and Joseph L. Moskowitz. None of such persons is a current or former employee or officer of the Company or any of its subsidiaries. No member of the Compensation Committee serving during 2015 had any relationship requiring disclosure under the section titled

“Related Person Transactions” in this Proxy Statement. During 2015, no member of the Compensation Committee was an executive officer of another entity on whose compensation committee or board of directors any executive officer of the Company served. During 2015, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served.

Directors who also serve as employees of the Company or its subsidiaries are not entitled to compensation as Board members. For all other directors (“Non-employee Directors”), the Compensation Committee reviews the policy regarding total compensation at least every other year and recommends compensation to the Board for Non-employee Directors consistent with the policy. The policy was reviewed and amended in 2015. Under the current policy, Non-employee Directors receive $115,000 annually for their service as such. A Non-employee Director serving on the Audit and Risk Committee receives an additional $10,000 annually for that service. In addition, the chairs of each of the Compensation Committee, Audit and Risk Committee, Corporate Governance Committee, Finance and Investment Committee, Sustainability Committee, and Acquisition (now Corporate Development) Committee receive additional annual fees of $20,000, $25,000, $15,000, $20,000, $15,000, and $15,000 respectively. The Lead Non-Management Director receives an additional $25,000 annual fee. From time to time the Board may create a Special Purpose Committee made up of Non-employee Directors; remuneration for service on these committees is recommended by the Compensation Committee. The Board makes final determinations regarding Non-employee Director compensation.

When a Non-employee Director first joins the Board of Directors, he or she is granted an award of nonqualified stock options, stock appreciation rights, restricted stock, or a combination thereof, with a value as determined by the Board of Directors not in excess of the value of a nonqualified stock option covering an aggregate of 10,000 shares of Common Stock. In the following calendar year, and for each year thereafter, each Non-employee Director may, at the discretion of the Board, receive restricted stock, nonqualified stock options, stock appreciation rights, or a combination thereof with a dollar value to approximate $135,000 based upon (in the case of stock options and stock appreciation rights) the most current Black-Scholes-Merton three-year period valuation price of option shares as determined by the Compensation Committee’s independent compensation consultant,

Mercer LLC (the “Consultant”). If the Board grants restricted stock, it may permit Non-employee Directors to elect to receive nonqualified stock options in lieu thereof. In 2015, no Non-employee Director elected to receive nonqualified stock options. Grants of restricted stock made to Non-employee Directors in 2015 become vested on the first anniversary of the date of the award if the Non-employee Director continues to be a Director through such date. Upon cessation of service by reason of retirement, a Non-employee Director becomes immediately vested in all outstanding stock options and awards that have not yet expired, as long as the Non-employee Director has completed at least one full year of vesting. A Non-employee Director becomes 100% vested in options and stock awards upon cessation of service by reason of death, disability or change in control.

Non-employee Directors, with the exception of those who are or within one year will become retirement eligible, may elect to have all or a portion of their Board annual retainer paid in the form of immediately vested nonqualified stock options, restricted stock that vests upon four years of continued service, or a combination thereof as determined by the Board of Directors. In 2015, one of the Non-employee Directors made an election to receive a combination of restricted stock and nonqualified stock options in lieu of an annual retainer.

The Company maintains a retirement plan for Non-employee Directors who have attained age 55 and completed at least five years of service as a Non-employee Director. Effective 2002, newly elected Non-employee Directors are not eligible for participation in this plan. The dollar value and length of payment of the annual retirement benefits were frozen effective May 3, 2010. The Non-employee Directors do not participate in any nonqualified deferred compensation plans.

For additional information, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 41.

The Company’s compensation philosophy is to provide pay-for-performance that is directly linked to the Company’s results. We believe this is the most effective method for creating shareholder value, and that it has played a significant role in making the Company an industry leader. Importantly, the performance-based elements of our compensation programs apply to all levels of Company management, not just the executive officers. In fact, pay-for-performance components permeate every employee level at the Company. The result is that we are able to attract, retain, motivate and reward talented individuals who have the necessary skills to manage our growing global business on a day-to-day basis, as well as for the future.

Our executive compensation program is designed to drive shareholder value via the following guiding principles:

The Company delivered strong financial and operating results in 2015. Notable achievements that contributed to shareholder value creation included:

The Company has a history and a well-earned reputation with its shareholders as a transparent organization. That commitment to transparency on all levels was certainly a driving force in our decision in 2008 to allow shareholders a “say-on-pay” advisory vote, far ahead of the requirement later imposed on companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In 2015, our say-on-pay vote received strong support, with 87% of our shareholders voting in favor of our executive compensation programs.

Consistent with our approach in prior years, the Company engaged in extensive shareholder outreach efforts throughout 2015. The feedback from these conversations was incorporated into the regular review of compensation practices by the Compensation Committee, which in turn conducted a thorough analysis of best practices. The Compensation Committee referenced both internal analysis and analysis from the Consultant. Based on the feedback resulting from the Company’s shareholder engagement and analysis:

We constantly analyze our practices to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder concerns. As such, we will continue our review to determine if additional changes should be made in 2016. The Company is currently evaluating its definition of operating earnings, and whether hedge costs related to foreign currency investments should be included in the definition. See the “Metric Changes for 2016” section below for additional information.

As a company, we pride ourselves on incorporating ethics and transparency into everything we do, including compensation disclosure.

As a leader in our industry segment, we recognize that a sound management compensation program is a part of what makes a company an employer of choice. Our compensation philosophy is to provide pay that is directly linked to the Company’s performance results.

Of the four pay elements set forth below, we consider the annual and long-term incentive forms of compensation to be the most important because they

represent the largest part of total rewards for executives, and therefore provide the strongest link to company results and shareholder value creation, while also enabling us to attract, retain, motivate and reward talented individuals who have the necessary skills to manage our growing global enterprise on a day-to-day basis, as well as for the future.

Each year, the Compensation Committee reviews the composition of the peer group against which the Company’s executive compensation programs and financial performance are benchmarked. Key factors the Compensation Committee considers during its annual review of companies in the peer group include the following: operating characteristics, revenue size, asset size, profitability, market value, and total number

of employees. Based on the annual review, a peer group is selected among companies that are engaged in businesses similar to that of the Company, are of size similar to that of the Company, and compete against the Company for talent. The following 17 companies, which were unchanged since 2013, were selected to comprise the 2015 peer group:

Overall, the Company’s revenues and total assets were somewhat higher than the median of the peers, and our market value was slightly higher than the peer group

median. The data shown below reflect those metrics relevant at the time of the peer group review:

The primary purpose of the base salary component of our executive compensation program is to provide the recipient with a steady stream of income consistent with his or her level of responsibility, qualifications and contribution over time. The Consultant annually gathers comparative market data on salaries for (i) the Compensation Committee to use in reviewing and determining the CEO’s salary and (ii) the CEO to use in making recommendations for the salaries of all other executive officers.

In the aggregate, the total base salaries of all of the Company’s executive officers are near the 50^th percentile of the survey results for these same positions at peer group companies. Virtually all executive officers, including NEOs, receive salaries that are within a plus or minus range of 20% from the survey median for their positions. Only Mr. Cloninger’s salary is above this

range, which we consider appropriate given his tenure with the Company, his current important role of President, as well as his experience gained through serving in other executive level roles while with the Company (e.g., CFO and Treasurer). In general, executive officers who are new to their role are likely to be below the median and executive officers who have been in their jobs for extended periods are more likely to be above the median.

In 2015, Messrs. Daniel P. Amos and Cloninger did not receive salary increases; Mr. Daniel P. Amos has not received a salary increase in the last four years. Mr. Crawford was hired in 2015 and his base salary was set at an annualized level of $700,000 upon his hiring. Messrs. Paul S. Amos and Kirsch received approximately a 1.5% base salary increase for 2015.

All of the NEOs are eligible to participate in an annual non-equity incentive plan sponsored by the Company, referred to as the MIP, which was submitted to and approved by shareholders in 2012 (the Amended and Restated 2013 Management Incentive Plan).

The Board of Directors believes that it is important for the Company to manage the business for the long-term value of its shareholders. Therefore, performance goals are tailored to metrics that drive shareholder returns such as sales growth, earnings growth, and return on equity.

The MIP payout is entirely dependent upon the level of achievement of performance goals. This methodology for setting MIP goals has been consistent for many years:

The Company’s CEO, President, and CFO recommend to the Compensation Committee the specific Company performance objectives and their ranges. In recommending the incentive performance objectives to the Compensation Committee, the Company’s CEO, President, and CFO take into consideration past performance results and scenario tests of the Company’s financial outlook as projected by a complex financial model. The model projects the impact on various financial measures using different levels of total new annualized premium sales, investment returns, budgeted expenses, morbidity, and persistency. This enables the Company to set ranges around most performance objectives.

For each of the performance measures, a target performance level is established. In addition, a minimum and maximum level is established. The payout for a minimum result is one-half of the target result, while the payout for a maximum result is two times that of the target result. Typically, the target result is equidistant between the minimum result and the maximum result. Interpolation is used to calculate incentive payouts for results between minimum and target or target and maximum.

The Compensation Committee considers the probability of attainment of each of the various measures. Generally, it is expected that target performance will be attained 50% to 60% of the time, minimum performance attained at least 75% of the time, and maximum performance attained not more than 25% of the time. During its annual review in February, the Compensation Committee reviews and approves or, if deemed appropriate, modifies the annual incentive goals for that year.

Importance of neutralizing foreign currency effects:
Since 1991, the Company has communicated external earnings guidance that excludes foreign currency effects because of the importance of our Japanese business to our results and the fact that currency changes are largely outside of management’s control.

However, reported earnings do reflect the impact of foreign currency.

The reason the MIP objectives are set on a currency neutral basis is that the Compensation Committee strongly believes that in a period of yen strengthening, which was experienced as recently as 2008 through 2012, the Company’s management should not be rewarded with MIP payments that benefit from reported results that were enhanced by currency changes. Similarly, the Company’s management should not be penalized in periods of yen weakening as has been experienced in the last several years.

In addition to currency neutrality, the business environment in which the Company operates is taken into consideration when setting MIP objectives for each metric, which resulted in lower targets for pretax operating earnings in Japan. The MIP goals were then approved by the Compensation Committee in February 2015.

2015 MIP Targets and Actual Performance:
The following descriptions of the corporate and business segment metrics and objectives for 2015 MIP apply to the NEOs.

The incentive measures described above include statistical and non-GAAP financial measures as more fully described below.

Our corporate performance is measured by:

For both the U.S. and Japanese segments, we use an industry measure referred to as the increase in total new annualized premiums on policies sold and incremental annual premiums on policies converted during the reporting period.

Both segments use the percentage increase in Direct Premiums and the percentage increase in Pretax Operating Earnings. We define Direct Premiums as the insurance premium earned by each segment during the period, prior to any reinsurance ceded or assumed. We define Pretax Operating Earnings on a segment basis to be the operating profit derived from operations before realized investment gains and losses from securities transactions, impairments, and derivative and hedging activities as well as nonrecurring items. The percentage increase in pretax operating earnings for the Japan segment is also measured before expenses allocated from the U.S. and excluding foreign currency effect.

The performance measures are weighted for the NEOs and all other officer levels of the Company. The intent is to weight them according to how each position can and should influence their outcome.

Actual performance relative to MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2016 meetings.

The following table reflects target, earned and paid percentages of salary for the non-equity incentive measures based on 2015 performance results for the NEOs:

The Compensation Committee has the discretion in certain limited circumstances to adjust the MIP results

related to performance measures if it deems that a class of MIP participants would be unduly penalized or rewarded due to the incomparability of the result to the performance measure as determined by the Compensation Committee. The Compensation Committee did not adjust the NEOs’ MIP results for 2015.

For additional information about the MIP, please refer to the 2015 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2015, and the 2015 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2015.

In 2015, LTI awards were provided in the form of performance-based restricted stock (“PBRS”) (for executive officers including all NEOs) and stock options (for all officers, except the CEO and the President). The targeted LTI mix for 2015 for officer group (except the CEO and the President) is 80% PBRS and 20% stock options. For 2015, the CEO’s and President’s long-term incentive awards were made entirely in PBRS.

PBRS awards will be reduced or cancelled if management fails to maintain appropriate risk-based capital levels. In addition, in such case, the value of existing awards and other shares held by our executives likely will decline, providing strong economic

incentive to manage capital and risk. Options only provide value if our share price appreciates and the option vests.

Mr. Crawford was not employed at the time the 2015 LTI granted in February 2015. In connection with the commencement of his employment, Mr. Crawford received an award of 13,583 shares of performance based restricted stock which vests on the third anniversary if performance metrics are met and a grant of options to purchase 21,348 shares of common stock which vest on the third anniversary.

For PBRS awards that were granted in 2015, the performance period is January 1, 2015 through December 31, 2017 (including Mr. Crawford’s grant). The sole performance measure for determining vesting for these awards is based on the achievement of specified RBC ratios as determined on a U.S. statutory accounting basis at each calendar year end. This performance measure was selected because of the Company’s belief that capital adequacy is a significant concern for the financial markets and shareholder confidence. The RBC demonstrates Aflac’s achievement in managing the capital level of the consolidated insurance operations of Aflac Japan and Aflac U.S. as reported to U.S. regulatory authorities. This capital measure reflects the Company’s ability to both satisfy its obligations to policyholders and generate returns for shareholders. Therefore, RBC was determined to be the best metric to measure and assess management’s long-term performance for our PBRS awards.

For each calendar year, participants will earn total PBRS credit based on the RBC credit earned. For performance between the minimum and target goal and

between the target goal and maximum goal, a pro-rata calculation will be used to determine the percentage of credit achieved. The final three-year PBRS award percentage will be the arithmetic average of the PBRS credits earned in each of the individual three years comprising the performance period, provided however, that the PBRS award credit will not exceed 100%. If the performance measures are achieved, the PBRS awards are settled (a participant will receive one share of Company common stock for each earned PBRS award).

Stock options are awarded to all NEOs, except Messrs. Daniel P. Amos and Cloninger. These options are granted based on the closing price on the date of grant and vest over a three-year period.

Based on shareholder feedback, the Compensation Committee has changed the 2016 PBRS awards’ RBC goals and vesting to strengthen the rigor of this metric. For 2016, PBRS objectives will be based on the average RBC for the three year period 2016 to 2018 calculated as the arithmetic average of the year-end RBC for each of the three years. For the three year period, performance shares will vest at 50% if threshold RBC ratio is achieved and 100% if target if attained. Vesting will be determined using linear interpolation for an RBC ratio between 500% and 700%. If the RBC falls below 500% there will be no vesting for the period. If the RBC equals or exceeds 700% vesting will be equal to 100%.

The RBC metrics have been strengthened considerably by raising the RBC target from 625% in 2015 to 700%

in 2016. The new averaging approach sets 100% payout at 700% versus formerly the mid-point of 625%. Overall, we believe that these modifications provide a more challenging performance goal for the long-term equity incentives.

The Company is currently evaluating its definition of operating earnings, and whether hedge costs related to foreign currency investments should be included in the definition. As a result, any change in the definition of operating earnings would impact MIP metrics (EPS, OROE, and, potentially, Net Investment Income and the Japan segment Pretax Operating Earnings). The corresponding minimum, target, and maximum goals would be adjusted accordingly.

The Compensation Committee is responsible for the review and determination of the CEO’s pay. Since 1997, the Compensation Committee has utilized a rigorous pay-for-performance approach that is directly linked to the Company’s comparative performance results to determine CEO compensation. To achieve this linkage, the Consultant annually calculates the Company’s composite performance percentile rank among the peer group of 17 major insurance companies previously identified in this CD&A, as it may be modified from time to time.

Beginning in 2014, the Compensation Committee modified the process for determining CEO compensation that had been used since 1997. While the overall construct and workings of the program – as well as the emphasis on pay and performance – remained unchanged, some modifications to the performance period for financial metrics and total shareholder return (used to determine the CEO’s LTI grant – see below) were made to better align with the

current year’s performance and associated CEO compensation.

Starting in 2015, the Company’s President was placed under a similar program. Based on market analyses performed, and also considering the unique role held by Mr. Cloninger as of the start of 2015 (he was President, CFO, and Treasurer at the time), it was determined that Mr. Cloninger’s final 2015 pay package would be set to equal 55% of that of the CEO, with his PBRS grant being a function of this value. As a result, Mr. Cloninger’s 2015 pay is 100% performance-based as it is a function of the CEO’s pay, which, as noted previously, is determined based on the Company’s relative financial and TSR performance against its peers.

The CEO’s and President’s annual cash incentive award is based on the metrics and weightings detailed above in the section titled “Management Incentive Plan (MIP)” of this CD&A.

As is the case with the other NEOs, parameters for each of the goals are established in February of each year and are prospective in nature (i.e., goals are set in

February 2015 for 2015 performance). The MIP opportunities for the CEO and President are capped at 200% of their target opportunities. The CEO’s and President’s MIP awards for 2015 performance were $5,509,362 and $2,583,298, respectively.

Similar to the PBRS awards granted to our other NEOs, the CEO’s and President’s 2015 LTI awards were made in 100% PBRS contingent upon the Company’s RBC performance over the three-year period spanning 2015 to 2017. The RBC metric selected for the PBRS awards to the CEO and President is the same as that disclosed previously in the section titled “Long-term Equity Incentives” beginning on page 35.

Consistent with prior years, the size of the CEO’s 2015 LTI award was based upon the Company’s relative performance against its peers across the metrics shown in the following table. Relative financial performance carries an overall weighting of 54% and is measured by revenue growth, net income growth, premium income growth, earnings per share (“EPS”) growth, return on revenues, return on average equity, and return on average assets. Relative total shareholder return (“TSR”) performance carries an overall 46% weighting and is measured by 1-year TSR and 3-year TSR. The

performance period for all non-TSR metrics was the trailing twelve month period ending September 30, 2015; and for the two TSR metrics, the Company’s TSR was compared against the peers as of December 31, 2015. As summarized below, the contingent grant to the CEO and President in February 2015 was trued-up on December 31, 2015. This program design helps align the LTI award for the CEO and President with our relative performance for the current year (i.e., 2015). As mentioned previously, the President was placed on a performance-based program similar to the CEO’s starting in 2015.

Based upon an analysis of the Company’s relative financial performance and TSR, the Company ranked 10 out of 18 companies (17 peers plus the Company); the lower the total weighted composite score, the higher a company’s overall ranking (rankings on each metric are out of 18 companies):

In conjunction with the relative performance assessment, total compensation levels for the CEO and the President relative to the peer group are evaluated with the help of the Consultant. The highest and lowest paid CEOs among the peers are removed from the data set to mitigate the effect of the outliers. Then, the Company’s relative performance percentile ranking (10 out of 18, or 47^th percentile ranking) is applied to the remaining peer CEO compensation data for the applicable year to derive an implied total compensation amount for the Company’s CEO. The resulting implied compensation level was used in determining the CEO’s PBRS grant for 2015. Together with the base salary and MIP, the final PBRS grant aligns CEO’s TDC with the relative performance versus the peer group.

Once the CEO’s compensation package is determined, the President’s compensation package was set to equal 55% of the CEO’s final package. The resulting implied compensation level was used in determining the President’s PBRS grant for 2015.

In addition to having to earn the PBRS grant amount based upon the Company’s relative financial and TSR performance, the 2015 grant of PBRS is not guaranteed and is contingent based upon the Company achieving the RBC performance thresholds discussed previously. Thus, unlike many companies where an LTI award needs to only be earned once, the CEO’s and President’s LTI awards must be earned twice: (1) based upon relative financial performance (54% weighting) and relative TSR performance (46% weighting) for the current year and (2) based upon future performance against a pre-established, Compensation Committee approved metric and performance level. As a result, we believe that the approach to these two senior executives’ LTI grants – and their overall compensation packages – reflects the Company’s continuing strong commitment to pay for performance.

As described further in “Pension Benefits” below, the Company maintains tax-qualified, noncontributory defined benefit pension plans covering substantially all U.S. employees, including the NEOs, who satisfy the eligibility requirements. The Company also maintains

nonqualified supplemental retirement plans covering the NEOs. No change has been made to the pension plans and the benefit level remains the same as the prior year.

The U.S.-based NEOs, in addition to other U.S.-based eligible executives, are entitled to participate in the Executive Deferred Compensation Plan (“EDCP”). Mr. Daniel P. Amos is the only U.S.-based NEO currently participating in this plan.

The EDCP is discussed in more detail below under “Nonqualified Deferred Compensation.”

The Company maintains a tax qualified 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”) in which all U.S.-based employees, including the U.S.-based NEOs, are eligible to participate under the same terms. The Company will match 50% of the first 6% of eligible compensation that is contributed to the 401(k) Plan.

Employee contributions made to the 401(k) Plan are 100% vested. Employees vest in employer contributions at the rate of 20% for each year of service the employee completes. After five years of service, employees are fully vested in all employer contributions.

The Company provides NEOs with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. For details, see the All Other Compensation column in the 2015 Summary Compensation Table on page 44. In 2014, at the Company’s request, Mr. Paul Amos, II and his family relocated on a non-permanent basis to Tokyo, Japan. His expatriate assignment ended on December 31, 2015 when he returned to the United States to continue his current role as President of Aflac. The Company’s expatriate assignment policy provides benefits for employees working on non-permanent assignments outside their home countries. The benefits provided to Mr. Amos under this policy were the same as those benefits provided to other employees and the Company’s policies are consistent with other major U.S.-based multinational companies. Under the Company’s policy, the Company is responsible for any additional U.S. or foreign taxes that Mr. Amos incurs as a direct result of his international assignment, and he is responsible for the amount of taxes he would have

incurred had he continued to live and work in the United States.

The Company maintains medical and dental insurance, group life insurance, accidental death insurance, cancer insurance, and disability insurance programs for all of its employees, as well as paid time off, leave of absence, and other similar policies. The NEOs and other officers are eligible to participate in these programs along with, and on the same basis as, the Company’s other salaried employees.

In addition, the NEOs are eligible to receive reimbursement for medical examination expenses. For security and time management reasons, certain officers of the Company occasionally travel on corporate aircraft for business and personal purposes. Personal travel on corporate aircraft and security services are provided where considered by the Board of Directors to be in the best interest of the Company and its business objectives.

A meeting of the Compensation Committee is held approximately one to two weeks after the Company’s fiscal year results are released to the public. As a general practice, the Company makes the majority of its equity grants on the date the Board of Directors meets in February, and has done so since 2002. The Company has never engaged in “backdating” of options. Based on recommendations developed by the CEO, President, and CFO with input from the Consultant, stock options, PBRS and TBRS awards are submitted to the Compensation Committee for approval at its February meetings. Option grants are awarded on

the date of the meeting, and have a per share exercise price set at the closing price on the date of grant.

The Company may periodically make additional equity grants during the course of the year. However, it is the Company’s policy not to make any equity grants in advance of material news releases. As detailed previously in the section labeled “CEO and President Compensation and Pay-for-Performance,” the Company adjusted the amount of equity compensation granted to the CEO and President in December 2015 based on the Company’s performance relative to peers in 2015.

The Company believes that its executive officers and Board members should have a significant equity interest in the Company. The Board first established stock ownership guidelines for officers and Board members in 1998. In November 2012, the Board amended the stock ownership guidelines, which define stock ownership value as a multiple of base salary, and set the levels as follows:

Officers have four years from date of hire or promotion to satisfy their respective stock ownership guidelines. Non-employee Directors must own four times the annual retainer and have five years from the date first elected to the Board to satisfy these guidelines. Ownership includes all shares held by the officer or Board member and their spouse as well as tenure-based, unvested restricted shares. Shares pledged as collateral for a margin account or other loan, performance-based restricted shares, and stock options (vested or unvested) do not count toward these stock ownership guidelines.

Each of the Company’s NEOs has stock ownership that exceeds ownership guidelines or is working toward meeting respective ownership guidelines within the allowed four-year time frame. Progress toward meeting

the guidelines is reviewed regularly and reported to the Board.

The Company's insider trading policy prohibits our Board members, officers and other covered persons from selling our Common Stock “short,” engaging in option trading (puts, calls, or other derivative securities) relating to our Common Stock, entering into a 10b5-1 plan (unless approved by the Compensation Committee) or hedging. In addition, at its February 2013 meeting, the Board adopted a policy prohibiting future pledging of the Company’s stock by executive officers and Board members. All other covered persons under the Company's insider trading policy must pre-clear with the policy’s compliance officer before pledging Company stock as collateral for a margin account or other loan.

The Company has employment agreements with the NEOs and certain other executives in key roles. The agreements generally address: role and responsibility; rights to compensation and benefits during active employment; termination in the event of death, disability or retirement, and termination for cause or without cause; and resignation by the employee. Some agreements also contain termination and related pay provisions in the event of a change in control. For the applicable change-in-control provisions in the employment agreements to apply, there must be both (i) a change in control and (ii) a termination by the Company without cause or a resignation by the executive for good reason. This is commonly

referenced as a “double trigger” requirement. Further, the contracts stipulate that the executive may not compete with the Company for prescribed periods following termination of employment or disclose confidential information.

The payments that may be made under each NEO’s employment agreement upon termination of employment under specified circumstances are described in more detail below under “Potential Payments Upon Termination or Change in Control.”

The Company has no formal change in control or severance policy. However, as noted above, individual employment agreements generally have provisions

related to both CIC and severance. These agreements provide no excise tax gross-ups.

The Company has a “Clawback” policy that allows it to review any adjustment or restatement of performance measures and make a determination if adjustments or recoveries of non-equity incentives are necessary. If it is deemed that adjustments or recoveries of non-equity

incentives are appropriate, the Compensation Committee is charged with determining the amount of recovery and the proper officer group subject to any potential adjustments or recovery.

In connection with making decisions on executive compensation, the Compensation Committee takes into consideration the provisions of IRC Section 162(m), which limits the deductibility by the Company for federal income tax purposes of certain categories of

compensation in excess of $1 million paid to certain executive officers. It is the Company’s policy to maximize the effectiveness of the compensation programs while also taking into consideration the requirements of IRC Section 162(m). In that regard, the

Company intends to maintain the flexibility to take actions that it deems to be in the best interests of the Company and its shareholders. Accordingly, although the Company intends to preserve the deductibility of annual compensation to the extent consistent with the

intent and spirit of the overall compensation policy, it reserves the authority to award non-deductible compensation as it deems appropriate.

The Company has considered the accounting and other tax implications of all aspects of the compensation program for its employees, including the NEOs and other officers. While accounting and other tax considerations do not dictate compensation decisions,

the compensation program is designed to achieve the most favorable accounting and other tax treatment consistent with the intent and spirit of the compensation plan design.

A challenging issue for publicly traded companies is how to value long-term incentive awards for grant purposes. Like many companies, we target and express such awards as a percent of salary. We also seek to balance the value of stock options with those of PBRS awarded to executive officers. Of particular concern to the Company is how to calculate the value of a stock option.

The predominant valuation model used to value stock options is the Black-Scholes-Merton valuation model. This model considers various assumptions for duration prior to exercise, risk-free interest rate, stock volatility and employment termination rates. We segregate groups of option holders within the model by exercise patterns to better estimate the value of an option. For example, NEOs and executive officers typically hold their options much longer before exercising them than do non-officer employees.

However, this value changes each year in direct relation to fluctuations in the current market value of the Company’s Common Stock and changes in pricing assumptions. Therefore, when the share price goes up, so do the option grants’ fair value and their strike price, and the number of awarded shares equal to a designated dollar value would decrease. Conversely, if the share price goes down, both the option’s fair value

and its strike price go down, and the number of awarded shares would increase. This result seems counterintuitive from a pay-for-performance perspective in that a lower stock price would lead to more options being granted at a lower price and a higher stock price would lead to fewer options being granted at a higher price.

Our solution, for grant purposes only, is to stabilize the deemed present value of a stock option for a three-year period. We think the use of such a value is more in line with creating long-term shareholder value and pay-for- performance, and allows us to better manage our burn rate (number of shares granted each year divided by the number of Common Stock outstanding) and budget the number of awarded shares over the life of the share authorization approved by shareholders.

For grants made in the three-year period of 2013 to 2015, our deemed fair value of a stock option was $13.73. However, the actual per share exercise price under each option in any event is the closing price of a common share on the day it is granted.