<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarter ended June 30, 1999
Commission File No. 1-7434
AFLAC INCORPORATED
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1167100
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1932 WYNNTON ROAD, COLUMBUS, GEORGIA 31999
-----------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (706) 323-3431
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X . No .
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class August 5, 1999
- ---------------------------- ------------------
Common Stock, $.10 Par Value 265,850,806 shares
<PAGE>
AFLAC INCORPORATED AND SUBSIDIARIES
INDEX
Page
No.
----
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1999 and December 31, 1998.................... 1
Consolidated Statements of Earnings -
Three Months Ended June 30, 1999 and 1998
Six Months Ended June 30, 1999 and 1998................. 3
Consolidated Statements of Shareholders' Equity -
Six Months Ended June 30, 1999 and 1998................. 5
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1999 and 1998................. 6
Consolidated Statements of Comprehensive Income -
Three Months Ended June 30, 1999 and 1998
Six Months Ended June 30, 1999 and 1998................. 8
Notes to Consolidated Financial Statements................ 9
Review by Independent Certified Public
Accountants............................................. 16
Independent Auditors' Report.............................. 17
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............. 18
Item 3. Quantitative and Qualitative Disclosures
about Market Risk......................................... 33
Part II. Other Information:
Item 1. Legal Proceedings.................................. 37
Item 6. Exhibits and Reports on Form 8-K................... 37
Items other than those listed above are omitted because they are not
required or are not applicable.
i
<PAGE>
Part I. Financial Information
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets
(In millions)
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited)
----------- ------------
<S> <C> <C>
ASSETS:
Investments and cash:
Securities available for sale, at fair value:
Fixed maturities (amortized cost,
$16,038 in 1999 and $15,658 in 1998) $ 17,696 $ 17,617
Perpetual debentures (amortized cost,
$2,191 in 1999 and $1,455 in 1998) 1,884 1,366
Equity securities (cost, $109 in 1999
and $101 in 1998) 186 177
Securities held to maturity, at amortized cost:
Fixed maturities (fair value, $3,595 in
1999 and $3,691 in 1998) 3,769 3,947
Perpetual debentures (fair value, $2,996
in 1999 and $3,131 in 1998) 3,319 3,494
Other investments 18 19
Cash and cash equivalents 378 374
-------- --------
Total investments and cash 27,250 26,994
Receivables, primarily premiums 239 229
Receivables for security transactions 116 43
Accrued investment income 338 316
Deferred policy acquisition costs 3,094 3,067
Property and equipment, at cost less
accumulated depreciation 449 427
Other 116 107
-------- --------
Total assets $ 31,602 $ 31,183
======== ========
See the accompanying Notes to Consolidated Financial Statements.
(continued)
</TABLE>
1
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
(In millions, except for share and per share amounts)
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited)
----------- -----------
<S> <C> <C>
Liabilities and Shareholders' Equity:
Liabilities:
Policy liabilities:
Future policy benefits $ 22,218 $ 22,218
Unpaid policy claims 1,370 1,263
Unearned premiums 304 309
Other policyholders' funds 245 244
-------- --------
Total policy liabilities 24,137 24,034
Notes payable 1,028 596
Income taxes 1,540 1,865
Payables for security transactions 458 173
Other 788 745
-------- --------
Total liabilities 27,951 27,413
-------- --------
Shareholders' equity:
Common stock of $.10 par value. In thousands:
authorized 400,000 shares; issued 319,266
shares in 1999 and 317,971 shares in 1998 32 32
Additional paid-in capital 252 235
Retained earnings 3,151 2,862
Accumulated other comprehensive income:
Unrealized foreign currency translation gains 207 219
Unrealized gains on investment securities 1,041 1,332
Treasury stock, at average cost (1,032) (910)
-------- --------
Total shareholders' equity 3,651 3,770
-------- --------
Total liabilities and shareholders' equity $ 31,602 $ 31,183
======== ========
Shareholders' equity per share $ 13.75 $ 14.19
======== ========
See the accompanying Notes to Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Earnings
<CAPTION>
(In millions, except for share and Three Months Ended June 30, Six Months Ended June 30,
per share amounts - Unaudited) --------------------------- ---------------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Premiums, principally supplemental health insurance $ 1,706 $ 1,424 $ 3,434 $ 2,896
Net investment income 325 276 645 554
Realized investment gains (losses) (5) - (9) -
Other income 6 4 9 11
------- ------- ------- -------
Total revenues 2,032 1,704 4,079 3,461
------- ------- ------- -------
Benefits and expenses:
Benefits and claims 1,380 1,171 2,780 2,385
Acquisition and operating expenses:
Amortization of deferred policy acquisition costs 64 51 121 99
Insurance commissions 220 185 445 377
Insurance expenses 151 118 293 236
Provision for mandated policyholder protection fund - - - 111
Interest expense 5 3 8 7
Other operating expenses 15 16 32 32
------- ------- ------- -------
Total acquisition and operating expenses 455 373 899 862
------- ------- ------- -------
Total benefits and expenses 1,835 1,544 3,679 3,247
------- ------- ------- -------
Earnings before income taxes 197 160 400 214
Income tax expense (benefit):
Operations 67 57 141 72
Deferred tax benefit from Japanese tax rate reductions - - (67) (121)
------- ------- ------- -------
Total income taxes 67 57 74 (49)
------- ------- ------- -------
Net earnings $ 130 $ 103 $ 326 $ 263
======= ======= ======= =======
(continued on next page)
3
</TABLE>
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Earnings (continued)
<CAPTION>
(In millions, except for share and Three Months Ended June 30, Six Months Ended June 30,
per share amounts - Unaudited) --------------------------- ---------------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net earnings per share:
Basic $ .49 $ .38 $ 1.23 $ .99
Diluted .47 .37 1.18 .95
======= ======= ======= =======
Shares used in computing
earnings per share (In thousands):
Basic 265,818 267,138 265,965 266,985
Diluted 275,969 276,574 276,368 276,435
======= ======= ======= =======
Cash dividends per share $ .075 $ .065 $ .14 $ .123
======= ======= ======= =======
See the accompanying Notes to Consolidated Financial Statements.
4
</TABLE>
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
<CAPTION>
(In millions, except for per share
amounts - Unaudited) Six Months Ended June 30,
---------------------------
1999 1998
------ ------
<S> <C> <C>
Common Stock:
Balance at beginning of year $ 32 $ 16
Two-for-one stock split - 16
------ ------
Balance at end of period 32 32
------ ------
Additional paid-in capital:
Balance at beginning of year 235 227
Exercise of stock options 9 4
Gain on treasury stock reissued 8 7
Two-for-one stock split - (16)
------ ------
Balance at end of period 252 222
------ ------
Retained earnings:
Balance at beginning of year 2,862 2,442
Net earnings 326 263
Cash dividends ($.14 per share
in 1999 and $.123 in 1998) (37) (32)
------ ------
Balance at end of period 3,151 2,673
------ ------
Accumulated other comprehensive income:
Balance at beginning of year 1,551 1,559
Change in unrealized foreign currency
translation gains during period,
net of income taxes (12) (61)
Unrealized gains (losses) on investment
securities during period, net of income
taxes and reclassification adjustments (291) (39)
------ ------
Balance at end of period 1,248 1,459
------ ------
Treasury stock:
Balance at beginning of year (910) (813)
Purchases of treasury stock (141) (52)
Cost of shares issued 19 14
------ ------
Balance at end of period (1,032) (851)
------ ------
Total shareholders' equity $ 3,651 $ 3,535
====== ======
See the accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In millions - Unaudited)
<CAPTION>
Six Months Ended
June 30,
----------------------
1999 1998
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 326 $ 263
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Increase in policy liabilities 1,232 1,099
Deferred income taxes (27) (174)
Change in income taxes payable (130) 43
Increase in deferred policy
acquisition costs (133) (102)
Change in receivables and advance premiums (7) (14)
Depreciation and amortization expense 13 14
Provision for mandated policyholder
protection fund - 111
Other, net (13) (128)
------ ------
Net cash provided by operating activities 1,261 1,112
------ ------
Cash flows from investing activities:
Proceeds from investments sold or matured:
Securities available for sale:
Fixed-maturity securities sold 718 450
Fixed-maturity securities matured 164 498
Equity securities 42 16
Securities held to maturity:
Fixed-maturity securities matured 9 -
Other investments, net 1 9
Costs of investments acquired:
Securities available for sale:
Fixed-maturity securities (1,588) (1,448)
Perpetual debentures (804) (450)
Equity securities (38) (19)
Fixed-maturity securities held to maturity (41) -
Other investments, net (1) (2)
Additions to property and equipment, net (9) (13)
------ ------
Net cash used by investing activities $(1,547) $ (959)
------ ------
(continued)
</TABLE>
6
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(In millions - Unaudited)
<CAPTION>
Six Months Ended
June 30,
----------------------
1999 1998
------ ------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from borrowings $ 446 $ 44
Principal payments under debt obligations (3) (9)
Dividends paid to shareholders (37) (32)
Purchases of treasury stock (141) (52)
Treasury stock reissued 29 21
Other, net 9 3
------ ------
Net cash provided (used) by
financing activities 303 (25)
------ ------
Effect of exchange rate changes on cash
and cash equivalents (13) (20)
------ ------
Net change in cash and cash equivalents 4 108
Cash and cash equivalents, beginning of year 374 236
------ ------
Cash and cash equivalents, end of period $ 378 $ 344
====== ======
Supplemental disclosures of cash flow information:
Cash payments during the period for:
Interest on debt obligations $ 6 $ 7
Income taxes 254 193
Non-cash financing activities:
Capital lease obligations 4 6
See the accompanying Notes to Consolidated Financial Statements.
</TABLE>
7
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In millions - Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net earnings $ 130 $ 103 $ 326 $ 263
------ ------ ------ ------
Other comprehensive income, before
income taxes:
Foreign currency translation adjustments:
Change in unrealized foreign currency
translation gains (losses) during
the period (7) 34 17 40
Unrealized gains (losses) on investment
securities:
Unrealized holding gains (losses)
arising during the period (358) 37 (453) (11)
Reclassification adjustment for realized
(gains) losses included in net earnings 5 (1) 9 -
------ ------ ------ ------
Total other comprehensive income,
before income taxes (360) 70 (427) 29
Income tax expense (benefit) related to
items of other comprehensive income (151) 43 (124) 129
------ ------ ------ ------
Other comprehensive income,
net of income taxes (209) 27 (303) (100)
------ ------ ------ ------
Total comprehensive income (loss) $ (79) $ 130 $ 23 $ 163
====== ====== ====== ======
See the accompanying Notes to Consolidated Financial Statements.
8
</TABLE>
<PAGE>
AFLAC INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated
financial statements of AFLAC Incorporated and subsidiaries (the Company)
contain all adjustments necessary to fairly present the financial position
as of June 30, 1999, and the results of operations and comprehensive income
for the three-month and six-month periods ended June 30, 1999 and 1998, and
statements of cash flows and shareholders' equity for the six months ended
June 30, 1999 and 1998. Results of operations for interim periods are not
necessarily indicative of results for the entire year.
We prepare our financial statements in accordance with generally
accepted accounting principles (GAAP). These principles are established
primarily by the Financial Accounting Standards Board (FASB) and the
American Institute of Certified Public Accountants. The preparation of
financial statements in conformity with GAAP requires us to make estimates
when recording transactions resulting from business operations, based on
information currently available. The most significant items on our balance
sheet that involve a greater degree of accounting and actuarial estimates
subject to changes in the future are: deferred policy acquisition costs,
liabilities for future policy benefits and unpaid policy claims, accrued
liabilities for unfunded retirement plans and contingent liabilities. As
additional information becomes available (or actual amounts are
determinable), the recorded estimates may be revised and reflected in
operating results. Although some variability is inherent in these
estimates, we believe the amounts provided are adequate.
The financial statements should be read in conjunction with the
financial statements included in our annual report to shareholders for the
year ended December 31, 1998.
2. Accounting Pronouncements
On January 1, 1999, we adopted Statement of Position (SOP) 97-3,
Accounting by Insurance and Other Enterprises for Insurance Related
Assessments. This SOP provides guidance for determining when an entity
should recognize a liability for guaranty fund and other insurance related
assessments. It also provides guidance on how to measure the liability.
There was no effect on net earnings or shareholders' equity due to our
adoption of this SOP since our previous accounting method for guaranty fund
and other insurance related assessments conformed to the requirements of
this SOP.
We also adopted SOP 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use, on January 1, 1999. This SOP
provides guidance for determining whether costs of software developed or
obtained for internal use should be capitalized or expensed as incurred. In
the past, we have expensed all such costs as they were incurred. The
adoption of this SOP had no material effect on net earnings for the three
months and six months ended June 30, 1999.
9
<PAGE>
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued in June 1998. This statement establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in investment securities and other
contracts, and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value. The accounting for changes in the
fair value of a derivative will be included in either earnings or other
comprehensive income depending on the intended use of the derivative
instrument. We are currently evaluating this standard, which is effective
January 1, 2001.
10
<PAGE>
3. Segment Information
Information regarding components of operations for the three and six
months ended June 30 follows:
(In millions) Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
Total revenues:
AFLAC Japan:
Earned premiums $ 1,372 $ 1,129 $ 2,770 $ 2,310
Net investment income 262 221 524 447
Other income 1 1 1 1
------- ------- ------- -------
Total AFLAC Japan revenues 1,635 1,351 3,295 2,758
------- ------- ------- -------
AFLAC U.S.:
Earned premiums 334 293 664 582
Net investment income 59 53 117 105
Other income 1 1 1 3
------- ------- ------- -------
Total AFLAC U.S. revenues 394 347 782 690
------- ------- ------- -------
All other business segments 5 9 11 16
------- ------- ------- -------
Total business segments 2,034 1,707 4,088 3,464
Realized investment
gains (losses) (5) - (9) -
Corporate 11 8 17 16
Intercompany eliminations (8) (11) (17) (19)
------- ------- ------- -------
Total $ 2,032 $ 1,704 $ 4,079 $ 3,461
======= ======= ======= =======
Earnings before income taxes:
AFLAC Japan $ 152 $ 119 $ 310 $ 244
AFLAC U.S. 63 56 126 112
All other business segments (1) - - -
------- ------- ------- -------
Total business segments 214 175 436 356
Provision for the Japanese
mandated policyholder
protection fund - - - (111)
Realized investment gains
(losses) (5) - (9) -
Interest expense, non-insurance
operations (4) (3) (7) (5)
Corporate (8) (12) (20) (26)
------- ------- ------- -------
Total $ 197 $ 160 $ 400 $ 214
======= ======= ======= =======
4. Japanese Income Taxes
At the end of March 1999, the Japanese government reduced the Japanese
corporate income tax rate from 41.7% to 36.2%. This tax rate reduction was
recognized in the first quarter of 1999, and increased net earnings for the
11
<PAGE>
six months ended June 30, 1999 by $67 million ($.25 per basic share, $.24
per diluted share) from the reduction of our consolidated deferred income
tax liability. This was the net effect of recalculating Japanese deferred
income taxes at the new 36.2% rate on the temporary differences between the
financial reporting basis and the Japanese income tax basis of AFLAC Japan's
assets and liabilities reduced by the limitations in the U.S. foreign tax
credit provisions.
At the end of March 1998, the Japanese government reduced the Japanese
corporate income tax rate from 45.3% to 41.7%. This tax rate reduction was
recognized in the first quarter of 1998 and increased net earnings for the
six months ended June 30, 1998, by $121 million ($.46 per basic share, $.44
per diluted share) from the reduction of AFLAC Japan's deferred income tax
liability. The deferred tax reduction represented the effect of
recalculating Japanese deferred income taxes at the 41.7% rate on the
temporary differences between the financial reporting basis and the Japanese
income tax basis of AFLAC Japan's assets and liabilities.
The 1998 rate reduction for AFLAC Japan was effective May 1, 1998, for
purposes of calculating income tax expense on operating earnings and the
1999 rate reduction was effective April 1, 1999.
5. Policyholder Protection Fund
During the first quarter of 1998, the Japanese government enacted a
mandatory policyholder protection fund system. The life insurance industry
is required to contribute $4.1 billion to this fund over a 10-year period.
The total charge for our share of the contribution obligation was recognized
in the first quarter of 1998 and decreased pretax earnings by $111 million
for the six months ended June 30, 1998. The after-tax charge was $65
million, or $.24 per basic and diluted share.
6. Notes Payable
A summary of notes payable after giving effect to interest rate swaps
and currency swaps is as follows:
June 30, December 31,
(In millions) 1999 1998
---------- ------------
1.67% yen-denominated senior notes due April 2009 $ 458 $ -
Unsecured, yen-denominated notes payable to banks:
Reducing, revolving credit agreement, due
annually through July 2001:
2.29% fixed interest rate 281 294
Variable interest rate (.43% at June 30, 1999) 31 35
Revolving credit agreement due November 2002:
1.24% fixed interest rate 128 134
Variable interest rate (.38% at June 30, 1999) 112 115
Obligations under capitalized leases, due
monthly through 2003, secured by computer
equipment in Japan 18 18
------ ------
Total notes payable $ 1,028 $ 596
====== ======
12
<PAGE>
On April 21, 1999, we issued $450 million of senior notes with a 6.50%
coupon, paid semiannually, due April 15, 2009. The notes are redeemable at
our option and at any time at a redemption price equal to the principal
amount of the notes being redeemed plus a make-whole amount. We have
swapped the dollar-denominated principal and interest to be yen-denominated.
At June 30, 1999, the principal was 55.6 billion yen at an interest rate of
1.67% less a loan discount of 146 million yen.
We have a reducing, revolving credit agreement that provides for bank
borrowings through July 2001 in either U.S. dollars or Japanese yen. At
June 30, 1999, the borrowing limit was $325 million. Under the terms of
the agreement, the borrowing limit was reduced to $250 million on July 15,
1999, and will reduce to $125 million on July 15, 2000. At June 30, 1999,
34.1 billion yen ($281 million) was outstanding at a fixed interest rate,
and 3.8 billion yen ($31 million) was outstanding at a variable interest
rate under this agreement. We made a principal payment in the amount of 9.0
billion yen ($74 million) on July 15, 1999 related to this loan.
We also have an unsecured revolving credit agreement that provides for
bank borrowings through November 2002, with a borrowing limit of $250
million, payable in either U.S. dollars or Japanese yen. At June 30, 1999,
15.5 billion yen ($128 million) was outstanding at a fixed interest rate,
and 13.5 billion yen ($112 million) was outstanding at a variable interest
rate under this agreement.
We have outstanding interest rate swaps on a portion of our variable
interest rate yen-denominated borrowings. These swaps reduce the impact of
changes in interest rates on our borrowing costs and effectively change our
interest rate from variable to fixed. The interest rate swaps have notional
principal amounts that equal the anticipated unpaid principal amounts.
Under these agreements, we make fixed rate payments at 2.29% on one loan and
1.24% on another loan and receive floating rate payments (.15% at June 30,
1999, plus loan costs of 25 or 20 basis points, respectively) based on the
three-month Tokyo Interbank Offered Rate.
We have designated our yen-denominated borrowings as a hedge of our net
investment in AFLAC Japan. Foreign currency translation gains/losses are
included in accumulated other comprehensive income. Outstanding principal
and related accrued interest payable on the yen-denominated borrowings were
translated into dollars at end-of-period exchange rates. Interest expense
was translated at average exchange rates for the period the interest expense
was incurred.
7. Unrealized Gains on Investment Securities
On October 1, 1998, we reclassified certain debt securities from
"available for sale" to "held to maturity." The related net unrealized
gains and losses at the date of transfer on these securities are being
amortized over the remaining term of the securities. These unamortized net
unrealized gains and losses, plus the net unrealized gains and losses on
securities available for sale, less amounts applicable to policy liabilities
and deferred income taxes, are reported in accumulated other comprehensive
income. The portion of unrealized gains credited to policy liabilities
represents gains that would not inure to the benefit of shareholders if such
gains were actually realized. These amounts relate to policy reserve
interest requirements and reflect the difference between market investment
yields and estimated minimum required interest rates.
13
<PAGE>
The net effect on shareholders' equity of unrealized gains and losses
from investment securities at the following dates was:
(In millions) June 30, December 31,
1999 1998
------------ ------------
Unrealized gains on securities
available for sale $ 1,428 $ 1,946
Unamortized unrealized gains on
securities transferred to held
to maturity 1,117 1,224
Less:
Policy liabilities 704 885
Deferred income taxes 800 953
--------- ---------
Shareholders' equity, net
unrealized gains on
investment securities $ 1,041 $ 1,332
========= =========
We own perpetual debentures that we have classified as held-to-
maturity. Although these securities have no contractual maturity, the
issue-date, fixed-rate interest coupons subsequently increase to a market-
interest rate plus 150 to 300 basis points and change to a variable-interest
rate basis, generally by the 25th year after issuance, creating an economic
maturity date.
8. Security Lending
We loan fixed-maturity securities to financial institutions in short-
term security lending transactions. These securities continue to be carried
as investment assets on our balance sheet during the term of the loans and
are not recorded as sales. We receive other securities as collateral for
such loans. Beginning in 1998, the collateral was not recorded as either an
asset or liability on our balance sheet due to a required change in
accounting standards. In prior years, the collateral was carried as an
asset, and a liability was recorded for the return of the collateral.
AFLAC Japan uses short-term security lending arrangements to increase
investment income with minimal risk. At June 30, 1999, and December 31,
1998, we had security loans outstanding in the amounts of $2.9 billion and
$3.0 billion at fair value, respectively. At June 30, 1999, and December
31, 1998, we held Japanese government bonds as collateral for loaned
securities in the amounts of $2.9 billion and $3.1 billion, at fair value,
respectively. Our security lending policy requires that the fair value of the
securities received as collateral be 105% or more of the fair value of the
loaned securities as of the date the securities are loaned and not less than
100% thereafter.
14
<PAGE>
9. Common Stock
The following is a reconciliation of the number of shares of our common
stock for the six months ended June 30:
(In thousands of shares) 1999 1998
---------- ----------
Common stock - issued:
Balance at beginning of year 317,971 316,380
Exercise of stock options 1,295 978
-------- --------
Balance at end of period 319,266 317,358
-------- --------
Treasury stock:
Balance at beginning of year 52,287 49,944
Purchases of treasury stock:
Open market 2,550 1,456
Other 145 149
Shares issued to sales associates
stock bonus plan and dividend
reinvestment plan (407) (579)
Exercise of stock options (751) (287)
-------- --------
Balance at end of period 53,824 50,683
-------- --------
Shares outstanding at end of period 265,442 266,675
======== ========
10. Litigation
We are a defendant in various litigation considered to be in the normal
course of business. Some of this litigation is pending in Alabama, where
large punitive damages bearing little relation to the actual damages
sustained by plaintiffs have been awarded against other companies, including
insurers, in recent years. Although the final results of any litigation
cannot be predicted with certainty, we believe the outcome of pending
litigation will not have a material adverse effect on our financial
position.
15
<PAGE>
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The June 30, 1999 and 1998 financial statements included in this filing
have been reviewed by KPMG LLP, independent certified public accountants, in
accordance with established professional standards and procedures for such a
review.
The report of KPMG LLP commenting upon their review is included on page
17.
16
<PAGE>
KPMG LLP
Certified Public Accountants
303 Peachtree Street, N.E. Telephone: (404) 222-3000
Suite 2000 Telefax: (404) 222-3050
Atlanta, GA 30308
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
AFLAC Incorporated:
We have reviewed the consolidated balance sheet of AFLAC Incorporated and
subsidiaries as of June 30, 1999, and the related consolidated statements of
earnings and comprehensive income for the three-month and six-month periods
ended June 30, 1999 and 1998, and the consolidated statements of
shareholders' equity and cash flows for the six-month period ended June 30,
1999 and 1998. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the accompanying consolidated balance sheet of AFLAC Incorporated
and subsidiaries as of December 31, 1998, and the related consolidated
statements of earnings, shareholders' equity, cash flows and comprehensive
income for the year then ended (not presented herein); and in our report
dated January 28, 1999, we expressed an unqualified opinion on those
consolidated financial statements.
KPMG LLP
Atlanta, GA
July 27, 1999
17
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
AFLAC Incorporated is the parent company of American Family Life
Assurance Company of Columbus, AFLAC. Our principal business is
supplemental health insurance, which is marketed and administered through
AFLAC. Most of AFLAC's policies are individually underwritten and marketed
at worksites through independent agents, with premiums paid by the employee.
Our operations in Japan (AFLAC Japan) and the United States (AFLAC U.S.)
service the two markets for our insurance operations.
RESULTS OF OPERATIONS
Three significant items affected our net earnings during 1998 and 1999.
Due to a corporate income tax rate reduction in Japan during 1999, the
statutory tax rate for AFLAC Japan declined from 41.7% to 36.2%. This tax
rate decline was recognized in the first quarter of 1999 and increased net
earnings by $67 million ($.25 per basic share and $.24 per diluted share)
for the six months ended June 30, 1999.
Also, due to a corporate income tax rate reduction in Japan during
1998, the statutory tax rate for AFLAC Japan declined from 45.3% to 41.7%.
This tax rate decline was recognized in the first quarter of 1998 and
increased net earnings by $121 million ($.46 per basic share and $.44 per
diluted share) for the six months ended June 30, 1998.
For additional information on these income tax reductions, see Note 4
of the Notes to the Consolidated Financial Statements.
Another factor affecting net earnings was a policyholder protection
fund system mandated by the Japanese government during the first quarter of
1998. The pretax charge for our obligation to the protection fund was $111
million ($65 million after tax, or $.24 per both basic and diluted shares).
For further information regarding this policyholder protection fund, see
Note 5 of the Notes to the Consolidated Financial Statements.
18
<PAGE>
<TABLE>
The following table sets forth the results of operations by business segment for the periods shown.
<CAPTION>
SUMMARY OF OPERATING RESULTS BY BUSINESS SEGMENT
(In millions, except for per-share amounts)
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------- --------------------------------------
Percentage Change 1999 1998 Percentage Change 1999 1998
----------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Operating earnings:
AFLAC Japan....................... 27.9% $ 152 $ 119 27.0% $ 310 $ 244
AFLAC U.S......................... 13.8 63 56 12.6 126 112
All other business segments....... (1) - - -
----- ----- ----- -----
Total business segments......... 22.2 214 175 22.2 436 356
Interest expense,
non-insurance operations........ (39.8) (4) (3) (19.2) (7) (5)
Corporate and eliminations........ 27.1 (9) (11) 21.2 (20) (26)
----- ----- ----- -----
Pretax operating earnings....... 25.4 201 161 25.7 409 325
Income taxes...................... 23.2 71 58 23.5 147 118
----- ----- ----- -----
Operating earnings.............. 26.6 130 103 27.0 262 207
Non-operating items:
Deferred tax benefit from Japan
tax rate reductions............. - - 67 121
Provision for the Japanese
mandated policyholder
protection fund, net of tax..... - - - (65)
Realized investment gains
(losses), net of tax............ - - (3) -
----- ----- ----- -----
Net earnings.................... 26.9 $ 130 $ 103 23.9 $ 326 $ 263
===== ===== ===== =====
Operating earnings per basic share.. 28.9 $ .49 $ .38 28.6 $ .99 $ .77
Operating earnings per diluted share 27.0 .47 .37 26.7 .95 .75
===== ===== ===== =====
Net earnings per basic share........ 28.9 $ .49 $ .38 24.2 $ 1.23 $ .99
Net earnings per diluted share...... 27.0 .47 .37 24.2 1.18 .95
===== ===== ===== =====
==========================================================================================================================
19
</TABLE>
<PAGE>
The following discussion of earnings comparisons focuses on operating
earnings and excludes realized investment gains/losses, the charge for the
mandated policyholder protection fund and the deferred income tax benefit
from the Japanese tax rate reductions. Operating earnings per share
referred to in the following discussion are based on the diluted number of
average outstanding shares.
FOREIGN CURRENCY TRANSLATION
Due to the relative size of AFLAC Japan, fluctuations in the yen/dollar
exchange rate can have a significant effect on our reported results. In
years when the yen weakens, translating yen into dollars causes fewer
dollars to be reported. When the yen strengthens, translating yen into
dollars causes more dollars to be reported.
The following table illustrates the effect of foreign currency
translation on our reported results by comparing those results as if foreign
currency rates had remained unchanged from the comparable period in the
prior year.
AFLAC Incorporated and Subsidiaries
Selected Percentage Changes for Supplemental Consolidated Data*
(For the periods ended June 30, 1999)
Three Months Six Months
Operating Results Operating Results
--------------------- ---------------------
Including Excluding Including Excluding
Currency Currency Currency Currency
Changes Changes** Changes Changes**
--------- --------- --------- ---------
Premium income 19.8% 9.3% 18.6% 9.1%
Net investment income 18.0 10.1 16.4 9.1
Operating revenues 19.5 9.5 18.1 9.0
Total benefits and expenses 18.9 8.4 17.4 7.9
Operating earnings 26.6 20.6 27.0 21.4
Operating earnings per share 27.0 21.6 26.7 21.3
- ----------------------------------------------------------------------------
* The numbers in this table are presented on an operating basis and there-
fore exclude: the deferred income tax benefit from the tax rate
reductions, the charge for a mandated policyholder protection fund, and
realized investment gains and losses.
** Amounts excluding foreign currency changes were determined using the
same yen/dollar exchange rate for the current period as the comparable
period in the prior year.
============================================================================
The yen began to strengthen in relation to the dollar at the end of
1998 after several years of weakening. The average yen-to-dollar exchange
rates were 121.01 and 135.71 for the three months ended June 30, 1999 and
1998, and 118.80 and 131.90 for the six months ended June 30, 1999 and 1998,
respectively. The strengthening of the yen in 1999 increased operating
earnings per share by approximately $.02 for the three months ended June 30,
1999, and $.04 for the six months ended June 30, 1999. Operating earnings
per share as reported increased 27.0% to $.47 for the three-month period
ended June 30, 1999, compared with the same period in 1998 and increased
20
<PAGE>
26.7% to $.95 for the six-month period ended June 30, 1999, compared with
the same period in 1998. Operating earnings per share, excluding the effect
of foreign currency translation, increased 21.6% for the quarter and 21.3%
for the six months ended June 30, 1999.
Our primary financial objective is the growth of operating earnings per
share before the effect of foreign currency fluctuations. In 1996, we set
this objective at an annual growth rate of 15% to 17% through the year 2000.
In 1998, we raised our 1999 objective for growth in operating earnings per
share to 20% before the effect of currency translation.
If that objective is achieved, the following table shows the likely
results for operating earnings per share for the year 1999 when the
estimated impact from various foreign currency translations are included.
Annual
Average Yen Annual Operating % Growth Yen Impact
Exchange Rate Diluted EPS Over 1998 on EPS
------------- ---------------- --------- ----------
1999 @ 110.00 $ 2.03 30.1% $ .16
1999 @ 115.00 1.99 27.6 .12
1999 @ 120.00 1.94 24.4 .07
1999 @ 125.00 1.91 22.4 .04
1999 @ 130.89* 1.87 19.9 -
1999 @ 135.00 1.85 18.6 (.02)
1999 @ 140.00 1.82 16.7 (.05)
1999 @ 145.00 1.80 15.4 (.07)
*Actual exchange rate for the year ended December 31, 1998.
If the exchange rate as of June 30, 1999, would remain constant for the
remainder of 1999, the cumulative average rate would be approximately 119.95
and the annual operating diluted earnings per share would approximate $1.94,
assuming our earnings objective is met.
PROFIT REPATRIATION
AFLAC Japan repatriated profits to AFLAC U.S. of $154 million in 1998
and $347 million in 1997. The profit transfer in 1997 included $125 million
of a non-recurring nature. Since the first repatriation in 1989, AFLAC
Japan has repatriated $1.3 billion, which has enhanced our flexibility and
profitability. The 1999 total repatriation is 28.2 billion yen. AFLAC
Japan repatriated profits of 12.0 billion yen ($98 million) in July 1999.
We will transfer the remaining 16.2 billion yen ($134 million using the June
30, 1999, exchange rate) of the profit repatriation in September 1999.
SHARE REPURCHASE PROGRAM
During the second quarter of 1999, we purchased 2.4 million shares of
our common stock. At the end of the second quarter of 1999, we had
approximately 4.8 million shares still available for purchase under current
repurchase authorizations. We have purchased 59.9 million shares (through
June 30, 1999) since the inception of the share repurchase program.
21
<PAGE>
INCOME TAXES
Our combined U.S. and Japanese effective income tax rates on operating
earnings for the six months ended June 30, 1999 and 1998, were 35.9% and
36.5%, respectively. Japanese income taxes on AFLAC Japan's operating
results, which were taxed at Japan's corporate income tax rate of 41.7%
through March 31, 1999, and 36.2% thereafter, accounted for most of our
income tax expense. The decline in the effective tax rate in 1999 resulted
primarily from the 1998 Japanese tax rate reduction.
Income tax expense for 1999 also includes approximately $2 million of
additional taxes from our recent income tax audit in Japan. Excluding that
amount the effective income tax rate on operating earnings for the six
months ended June 30, 1999, was 35.4%, the same as the rate for the full
year 1998.
The 1999 reduction in the statutory tax rate in Japan, which was
effective April 1, 1999, will not significantly change our combined
U.S./Japan effective tax rate, as it will largely shift income tax expense
from Japan operations to U.S. operations due to the U.S. foreign tax credit
provisions. We expect our effective income tax rate for financial statement
purposes will be in the range of 35% to 36% for the full year 1999.
INSURANCE OPERATIONS, AFLAC JAPAN
AFLAC Japan, a branch of AFLAC and the principal contributor to our
earnings, ranks number one in terms of premium income and profits among all
foreign life and non-life insurance companies operating in Japan. Among all
life insurance companies operating in Japan, AFLAC Japan ranks second in
terms of individual policies in force and 16th in assets.
22
<PAGE>
The following table presents a summary of AFLAC Japan's operating
results.
AFLAC JAPAN
SUMMARY OF OPERATING RESULTS
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 1999 1998 1999 1998
------------------ ------------------
Premium income................. $ 1,372 $ 1,129 $ 2,770 $ 2,310
Investment income.............. 262 221 524 447
Other income................... 1 1 1 1
------ ------ ------ ------
Total revenues............... 1,635 1,351 3,295 2,758
------ ------ ------ ------
Benefits and claims............ 1,172 985 2,367 2,013
Operating expenses............. 311 247 618 501
------ ------ ------ ------
Total benefits and expenses.. 1,483 1,232 2,985 2,514
------ ------ ------ ------
Pretax operating earnings.. $ 152 $ 119 $ 310 $ 244
====== ====== ====== ======
- ----------------------------------------------------------------------------
Percentage changes in dollars
over previous period:
Premium income............... 21.5% (6.2)% 19.9% (3.0)%
Investment income............ 18.6 (.1) 17.2 2.5
Total revenues............... 21.1 (5.3) 19.5 (2.1)
Pretax operating earnings.... 27.9 (2.2) 27.0 (1.8)
- ----------------------------------------------------------------------------
Percentage changes in yen
over previous period:
Premium income............... 8.3% 6.4% 8.0% 6.2%
Investment income............ 5.5 13.4 5.5 12.2
Total revenues............... 7.9 7.5 7.6 7.1
Pretax operating earnings.... 13.6 11.3 14.3 7.5
- ----------------------------------------------------------------------------
Ratios to total revenues:
Benefits and claims.......... 71.7% 72.9% 71.8% 72.9%
Operating expenses........... 19.0 18.3 18.8 18.1
Pretax operating earnings.... 9.3 8.8 9.4 8.9
============================================================================
AFLAC JAPAN SALES
The increase in premium income in yen was due to sales of new policies
and excellent policy persistency.
AFLAC Japan set a record for new annualized premium sales during the
second quarter. New sales, which rose 30.6%, reached an all-time high
of 24.0 billion yen, or $198 million. For the six months, new sales were
23
<PAGE>
up 26.8% to 42.8 billion yen, or $359 million. We experienced strong
contributions from our founding product, cancer life insurance, as well as
our new ordinary life products. Rider MAX, which adds accident and other
supplemental benefits to our cancer life plans, continued to sell very well.
New sales also benefited from additional sales campaigns that were
conducted in advance of a July premium rate increase. We implemented the
premium rate increases, as did Japan's life insurance industry, to
compensate for the continued low level of interest rates. The new pricing
assumptions have virtually no impact on the cost of the Rider MAX and term
life plans, and the premium increases to other lines of business are less
than in previous years. We expect that the acceleration of sales campaigns
to the first half of the year will result in slower sales growth in the
remaining six months of 1999. However, we still expect to achieve our sales
target in yen of 10% to 15% growth for the year.
Another factor helping our sales is the continued growth of our
distribution system in Japan. In the last 18 months, we have been
aggressively recruiting new agencies to our business. The new agencies,
most of which are individual agencies, give us better access to Japan's huge
market of small businesses and individual customers. During the first six
months of 1999, we recruited nearly 1,400 agencies. Our target is to add
3,000 new agencies this year.
Although Japan's economy remains weak, we continue to believe it is one
of the best insurance markets in the world and one of great opportunities
for growth.
AFLAC JAPAN INVESTMENTS
Japan's investment environment, which has been negatively affected by
the weak economy for many years, remains challenging with investment yields
at very low levels. However, by purchasing reverse dual-currency bonds
(bonds with yen principal and paying interest in dollars), we were able to
invest in yen-denominated securities at an average yield of 4.42% during the
first half of 1999. Including dollar-denominated investments, our blended
new money yield was 4.61% for the six months. Our new money yields in 1999
compare very favorably with the yield of Japanese government bonds and
provide a significant spread over our reserving assumptions for new
business.
At the end of the second quarter, the yield on AFLAC Japan's debt
securities portfolio was 5.24%, the same as the end of 1998. The return on
average invested assets, net of investment expenses, was 5.04% for the six
months, compared with 5.31% for the first six months of 1998.
Investment income in yen increased 5.5% for the first six months of
1999 compared with 12.2% in the same period of 1998. This is due primarily
to the effect of translating dollar-denominated investment income into yen.
The yen/dollar exchange rate was 118.80 yen to one U.S. dollar for the first
six months of 1999 compared with 131.90 for the first six months of 1998.
The stronger yen has the effect of reducing the dollar-denominated
investment income as reported in yen.
24
<PAGE>
AFLAC JAPAN OTHER
The operating expense ratio has increased due to investments in
additional marketing programs including advertising and direct response
efforts. The benefits ratio has declined due to the mix of business
shifting to newer products that have a lower loss ratio than the traditional
cancer life insurance and also due to favorable claims experience on cancer
life insurance. Pretax operating earnings in yen increased 13.6% and 14.3%
for the three months and six months ended June 30, 1999, respectively. This
increase was largely due to the lower loss ratio during 1999.
INSURANCE OPERATIONS, AFLAC U.S.
The following table presents a summary of AFLAC U.S. operating results.
AFLAC U.S.
SUMMARY OF OPERATING RESULTS
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 1999 1998 1999 1998
------------------ ------------------
Premium income................. $ 334 $ 293 $ 664 $ 582
Investment income.............. 59 53 117 105
Other income................... 1 1 1 3
----- ----- ----- -----
Total revenues............... 394 347 782 690
----- ----- ----- -----
Benefits and claims............ 208 184 413 367
Operating expenses............. 123 107 243 211
----- ----- ----- -----
Total benefits and expenses.. 331 291 656 578
----- ----- ----- -----
Pretax operating earnings.. $ 63 $ 56 $ 126 $ 112
===== ===== ===== =====
- ----------------------------------------------------------------------------
Percentage increases
over previous period:
Premium income............... 14.0% 12.5% 13.9% 12.6%
Investment income............ 11.2 21.3 12.0 31.5
Total revenues............... 13.5 13.8 13.4 15.4
Pretax operating earnings.... 13.8 27.1 12.6 37.8
- ----------------------------------------------------------------------------
Ratios to total revenues:
Benefits and claims.......... 52.7% 53.0% 52.8% 53.2%
Operating expenses........... 31.2 31.0 31.1 30.6
Pretax operating earnings.... 16.1 16.0 16.1 16.2
============================================================================
AFLAC U.S. SALES
Our strong financial results reflect ongoing success at marketing
needed products at the worksite. New annualized premium sales rose 17.4%
in the second quarter to $131 million. For the six months, new sales were
25
<PAGE>
up 16.6% to $256 million. New sales in the quarter were led by
accident/disability insurance, although we also experienced solid
contributions from other product lines. Our new ordinary life products
designed for the worksite have been especially well received. With only
half of the year complete, these new life products already represent the
best product introduction in our history.
Like AFLAC Japan, we have been steadily expanding our U.S. distribution
system of independent sales associates and brokers. For the first six
months of the year, recruiting was up 14.2%, and the average number of
associates producing business for us every month increased 10.8% to nearly
8,600 agents.
AFLAC U.S. INVESTMENTS
Investment income increased 12.0% in the first six months of 1999
compared with 31.5% in the same period of 1998. The large increase in 1998
is the result of investment income received from investment of the proceeds
from the sale of the television business in the second quarter of 1997 and
from investment of profit repatriation funds of $347 million in 1997 that
included $125 million of a non-recurring nature. During the first six
months of 1999, available cash flow was invested at an average yield of
7.84% compared with 7.41% during the first six months of 1998. The overall
return on average invested assets, net of investment expenses, was 7.52% for
the first six months of 1999 compared with 7.40% for the first six months of
1998.
AFLAC U.S. OTHER
Management expects the operating expense ratio, including discretionary
television advertising expenses, to remain approximately level in the
future. By improving administrative systems and controlling other costs, we
have been able to redirect funds to national television advertising programs
without significantly affecting the operating expense ratio.
The aggregate benefit ratio has tended to decline slightly. The mix of
business has shifted toward accident and hospital indemnity policies, which
have lower benefit ratios than other products. We expect future benefit
ratios for some of our supplemental products to increase slightly due to our
ongoing efforts to improve policy persistency and enhance policyholder
benefits. Management expects the pretax operating profit margin, which was
16.2% for the year 1998, to remain approximately the same in 1999.
FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS
For information regarding new Statements of Financial Accounting
Standards, see Note 2 of the Notes to the Consolidated Financial Statements.
ANALYSIS OF FINANCIAL CONDITION
Since December 31, 1998, our financial condition has remained strong in
the functional currencies of our operations. The investment portfolios of
AFLAC Japan and AFLAC U.S. have continued to grow and primarily consist of
investment grade securities.
26
<PAGE>
Due to the significance of yen-denominated items in the balance sheet,
changes in the yen/dollar exchange rate can have a significant effect on our
financial statements. The yen/dollar exchange rate at the end of each
period is used to translate yen-denominated balance sheet items to U.S.
dollars for reporting purposes. The exchange rate at June 30, 1999, was
121.10 yen to one U.S. dollar, 4.5% weaker than the exchange rate of 115.70
as of December 31, 1998. Management estimates that the weaker yen rate
decreased reported investments and cash by $1.0 billion, total assets by
$1.2 billion, and total liabilities by $1.1 billion compared with the
amounts that would have been reported for 1999 if the exchange rate had
remained unchanged from year-end 1998.
INVESTMENTS AND CASH
The continued growth in investments and cash reflects the substantial
cash flows in the functional currencies of our operations. Net unrealized
gains of $931 million on investment securities at June 30, 1999, consisted
of $2.2 billion in gross unrealized gains and $1.3 billion in gross
unrealized losses.
AFLAC invests primarily within the Japanese, U.S. and Euroyen fixed-
maturity markets. We use specific criteria to judge the credit quality and
liquidity of our investments and use a variety of credit rating services to
monitor these criteria. Applying those various credit ratings to a
standardized rating system based on the categories of a nationally
recognized rating service, the percentages of our debt securities, at
amortized cost, were as follows:
June 30, December 31,
1999 1998
----------- ------------
AAA 28.3% 38.1%
AA 23.9 17.6
A 31.2 31.2
BBB 14.9 13.1
BB 1.7 -
----- -----
100.0% 100.0%
===== =====
As of December 31, 1998, we held no debt securities rated below `BBB.'
However, in January 1999, the credit ratings of several major Japanese
financial institutions were downgraded. We owned debt securities issued by
two Japanese banks in the amount of $449 million at amortized cost, or 1.7%
of total debt securities at June 30, 1999. Following the downgrade, these
securities were rated `Ba1' by Moody's and `BB+' by Standard & Poor's.
Private placement investments accounted for 47.7% and 43.9% of our
total debt securities as of June 30, 1999 and December 31, 1998,
respectively. AFLAC Japan has made investments in the private placement
market to secure higher yields than those available from Japanese government
bonds. At the same time, we have adhered to historically conservative
standards for credit quality. We require that all private placement issuers
have an initial rating of Class 1 or 2 as determined by the Securities
Valuation Office of the National Association of Insurance Commissioners
27
<PAGE>
(NAIC). Most of AFLAC's private placement issues are issued under medium-
term note programs and have standard covenants commensurate with credit
rankings, except when internal credit analysis indicates that additional
protective and/or event-risk covenants are required.
During the fourth quarter of 1998, we revised our investment management
policy regarding the holding-period intent for certain of our private
placement debt securities. Our past practice was to hold these
securities to their contractual or economic maturity dates. We have now
made this our formal policy. Accordingly, debt securities carried at a fair
value of $6.4 billion were reclassified as of October 1, 1998, from the
category "available of sale" to "held to maturity." The related unrealized
gains of $1.1 billion as of October 1, 1998, on these securities are being
amortized over the remaining term of the securities. Securities that are
available for sale are reported in the balance sheet at fair value, and
securities that are held to maturity are reported at amortized cost.
The following table shows an analysis of investment securities (at cost
or amortized cost):
AFLAC Japan AFLAC U.S.
---------------------- ----------------------
June 30, December 31, June 30, December 31,
(In millions) 1999 1998 1999 1998
---------------------- ----------------------
Available for sale:
Fixed-maturity securities $12,867 $12,886 $ 3,171 $ 2,772
Perpetual debentures 2,058 1,344 133 111
Equity securities 31 22 78 79
------ ------ ------ ------
Total available for sale 14,956 14,252 3,382 2,962
------ ------ ------ ------
Held to maturity:
Fixed-maturity securities 3,769 3,947 - -
Perpetual debentures 3,319 3,494 - -
------ ------ ------ ------
Total held to maturity 7,088 7,441 - -
------ ------ ------ ------
Total $22,044 $21,693 $ 3,382 $ 2,962
====== ====== ====== ======
POLICY LIABILITIES
The weaker yen at June 30, 1999, compared with December 31, 1998,
decreased reported policy liabilities by $1.0 billion. The effect of the
market value adjustment for securities available for sale (see Note 7 of the
Notes to the Consolidated Financial Statements) also reduced policy
liabilities. These decreases were offset by increases in policy liabilities
for the addition of new business and the aging of policies in force. The
net effect was a slight increase in policy liabilities.
DEBT
On April 21, 1999, we issued $450 million of senior notes with a 6.50%
coupon, paid semiannually, due April 15, 2009. The notes are redeemable at
our option and at any time at a redemption price equal to the principal
28
<PAGE>
amount of the notes being redeemed plus a make-whole amount. We received
net proceeds of $446 million after discount and issue costs. These proceeds
are being used primarily to purchase shares of our common stock. Any
remaining net proceeds may be used to repay indebtedness or for general
corporate purposes. We have swapped the dollar-denominated principal and
interest to be yen-denominated. At June 30, 1999, the principal was 55.6
billion yen at an interest rate of 1.67%.
See Note 6 of the Notes to the Consolidated Financial Statements for
information on other debt outstanding at June 30, 1999.
Our ratio of debt to total capitalization (debt plus shareholders'
equity, excluding the unrealized gains on investment securities) was 28.3%
and 19.6% as of June 30, 1999, and December 31, 1998, respectively. On July
15, 1999, we made a principal debt payment in the amount of 9.0 billion yen
($74 million). After that payment the debt ratio was approximately 26.7%.
SECURITY LENDING
AFLAC Japan uses short-term security lending arrangements to increase
investment income with minimal risk. This program increased AFLAC Japan's
investment income by approximately $.5 million for the six months ended June
30, 1999, and by approximately $1 million for the year 1998. For further
information regarding such arrangements, see Note 8 of the Notes to the
Consolidated Financial Statements.
POLICYHOLDER GUARANTY FUNDS
Under insurance guaranty fund laws in most U.S. states, insurance
companies doing business in those states can be assessed for policyholder
losses up to prescribed limits that are incurred by insolvent companies with
similar lines of business. Such assessments have not been material to us in
the past. We believe that future assessments relating to companies in the
U.S. currently involved in insolvency proceedings will not materially impact
the consolidated financial statements.
The Life Insurance Association of Japan, an industry organization,
implemented a voluntary policyholder protection fund in 1996 to provide
capital support to insolvent life insurers. AFLAC Japan pledged investment
securities to the Life Insurance Association of Japan for this program.
During the first quarter of 1998, the Japanese government enacted a
mandatory policyholder protection fund system. The life insurance industry
is making contributions to these funds over a 10-year period. We have
recorded a liability for our share of these obligations.
In the second quarter of 1999, Toho Life Insurance Company was declared
insolvent by Japanese government regulators. The policyholder protection
fund, established last year, will be used to cover Toho's reported capital
shortage. Although we cannot be certain, at this time we do not expect
another assessment.
29
<PAGE>
SHAREHOLDERS' EQUITY
Our insurance operations continue to provide the primary sources of
liquidity. Capital needs can also be supplemented by borrowed funds. The
principal sources of cash from insurance operations are premiums and
investment income. Primary uses of cash in the insurance operations are
policy claims, commissions, operating expenses, income taxes and payments to
AFLAC Incorporated for management fees and dividends. Both the sources and
uses of cash are reasonably predictable. Our investment objectives provide
for liquidity through the ownership of high-quality investment securities.
AFLAC insurance policies are generally not interest-sensitive and therefore
are not subject to unexpected policyholder redemptions due to investment
yield changes. Also, the majority of AFLAC policies provide indemnity
benefits rather than reimbursement for actual medical costs and therefore
are not subject to the risks of medical cost inflation.
The achievement of continued long-term growth will require growth in
AFLAC's statutory capital and surplus. We may secure additional statutory
capital through various sources, such as internally generated statutory
earnings or equity contributions by AFLAC Incorporated from funds generated
through debt or equity offerings. In April 1999, we received net proceeds
of $446 million from an issuance of $450 million of senior notes which
increased our capital resources. We believe outside sources for additional
debt and equity capital, if needed, will continue to be available for
capital expenditures, business expansion, and the funding of our share
repurchase program.
AFLAC Incorporated capital resources are largely dependent upon the
ability of AFLAC to pay management fees and dividends. The Georgia
Insurance Department imposes certain limitations and restrictions on
payments of dividends, management fees, loans and advances by AFLAC to AFLAC
Incorporated. In addition to restrictions by U.S. insurance regulators, the
Japanese Financial Supervisory Agency (FSA) may impose restrictions on
transfers of funds from AFLAC Japan. Payments are made from AFLAC Japan to
AFLAC Incorporated for management fees, and to AFLAC U.S. for allocated
expenses and remittances of earnings. Total funds received from AFLAC Japan
were $20 million in the first six months of 1999, and $192 million and $386
million in the full years 1998 and 1997, respectively. The 1999 total
repatriation is 28.2 billion yen. AFLAC Japan repatriated profits of 12.0
billion yen ($98 million) in July 1999. We will transfer the remaining
16.2 billion yen ($134 million using the June 30, 1999 exchange rate) of the
profit repatriation in September 1999. The FSA maintains solvency
standards, a version of risk-based capital requirements. AFLAC Japan's
solvency margin remains high and reflects a strong capital and surplus
position. For additional information on regulatory restrictions on
dividends, profit transfers and other remittances, see Note 10 of the Notes
to the Consolidated Financial Statements in our annual report to
shareholders for the year ended December 31, 1998.
Currently, prescribed or permitted statutory accounting principles
(SAP) used by insurers for financial reporting to state insurance regulators
may vary between states and between companies. The National Association of
Insurance Commissioners (NAIC) has recodified SAP to promote standardization
throughout the industry. These new accounting principles are presently
planned by the NAIC to be effective for 2001. The most significant change
to AFLAC is the requirement that insurance companies establish a deferred
income tax liability for statutory accounting purposes. We estimate AFLAC's
30
<PAGE>
deferred tax liability would be approximately $142 million at June 30, 1999,
under the provisions of the recodified SAP. AFLAC's capital and surplus, as
determined on the present U.S. statutory accounting basis, was $1.8 billion
at June 30, 1999.
YEAR 2000
The term "year 2000 issue" generally refers to incorrect date
calculations that might occur in computer software and hardware as the year
2000 approaches. The use of computer programs that rely on two-digit date
fields to perform computations and decision-making functions may cause
systems to malfunction when processing information involving dates after
1999. For example, any computer software that has date-sensitive coding
might recognize a code of "00" as the year 1900 rather than the year 2000.
Our efforts to address year 2000 issues began in 1997. We established
a Year 2000 Executive Steering Committee, made up of senior management and
representatives of our information technology, financial, legal, internal
audit and various operational areas to identify and address year 2000 issues
throughout our U.S. and Japanese operations. We also established a Year
2000 Project Office consisting of department coordinators from Information
Technology, Worldwide Headquarters business operations and AFLAC Japan. The
Project Office established both domestic and Japanese plans to address year
2000 readiness and minimize the risk of business disruption caused by year
2000 issues. We also engaged third party consultants to assist AFLAC U.S.
and AFLAC Japan with their year 2000 efforts.
The plans contain five phases: (1) the assessment phase, which
includes creating awareness of the issue throughout the company and
assessment of all systems, significant business processes, facilities and
third party dependencies; (2) the remediation phase, which includes updating
or modifying systems which are identified as critical to our efforts to
become year 2000 ready; (3) the testing phase, which includes the testing of
systems that have been updated or modified; (4) the implementation phase,
which includes placing systems into the production environment, as well as
additional comprehensive testing to identify and resolve any remaining year
2000 issues; and (5) contingency planning.
We have remediated, tested and internally certified as year 2000 ready
substantially all of our critical production systems in both the United
States and Japan. While certain components of those systems must still be
certified in accordance with our internal procedures, they have been fully
remediated and are presently anticipated to be fully tested and internally
certified in the third quarter of 1999. Implementation and internal
certification activities for non-critical systems are scheduled to be
completed during the third quarter of 1999. The company will also continue
to test various systems throughout 1999 as an additional quality control
measure.
The company continues to develop and refine year 2000 contingency plans
for our business systems and processes. These plans have been prepared by
personnel representing a wide spectrum of the company. While these plans
will continue to be periodically updated throughout 1999 based on then
current information and the perceived business risk in order to promote a
stable technological platform, both our United States and Japanese
operations intend to cease installation of any new significant information
31
<PAGE>
technology systems beginning in October of 1999. The company has also
scheduled year 2000 Assurance Weekend on January 1, 2 and 3, 2000. On these
days, AFLAC will use a streamlined team from throughout the company to close
year-end books and process actual data from the year 2000. While the
company does not anticipate that there will be significant internal
operational year 2000 related problems, Assurance Weekend is designed to
allow the company to quickly and effectively respond to any internal or
external issues which arise in an actual production environment after
January 1, 2000. It is presently anticipated that the workforce will return
to normal levels on January 4, 2000, and that any operational problems will
have been remedied or effectively addressed from a management and
operational perspective. These and other activities undertaken through the
contingency planning process will hopefully allow the company to effectively
respond to material internal or external year 2000 related issues.
We rely on a widely distributed customer base in the United States and
Japan for continued payment of premiums. Many of the systems utilized by
our group accounts are automated and date dependent. If a large number of
customers (in the U.S. and/or Japan) are unable to submit premium payments
in a timely or accurate manner due to year 2000 issues, the resulting delays
could have a material adverse effect on our financial condition or results
of operations. We have randomly surveyed certain group accounts in the
United States to determine their year 2000 readiness. The results of these
survey efforts have not disclosed any year 2000 related issues in our U.S.
group account customer base that, either taken individually or as a group,
reasonably indicate that the company will experience major disruptions in
premium payments in the United States. AFLAC Japan depends heavily on
substantial premium payments that are electronically transmitted by third
party payment agents from employers of the insured. We have surveyed
certain of our more significant customers and payment agents in Japan to
determine whether they expect their ability to pay premiums or transmit
policy and claims data to be impacted by year 2000 issues. The results of
our survey efforts in Japan have not disclosed any significant year 2000
related issues with our Japanese payment agents or our more significant
customers that, either taken individually or as a group, reasonably indicate
that the company will experience major disruptions in premium payments in
Japan. The reliability of the U.S. and Japanese surveys depends on the
extent to which responses are accurate and complete and that our conclusions
from these responses accurately represent the year 2000 readiness of our
customers and Japanese payment agents. In addition to our survey efforts,
testing with our key external customers and suppliers began during the
second quarter of 1999 and is scheduled to be completed during the third
quarter of 1999. While this testing currently has not revealed any
widespread year 2000 related problems that would reasonably be expected to
have a material impact on the company's ability to conduct business in the
normal course, any adverse results from this testing will be addressed to
the extent reasonably possible and incorporated into our ongoing contingency
planning process.
AFLAC owns publicly traded and privately placed fixed-maturity and
equity securities in the U.S. and Japan, and other foreign countries. If a
material portion of such securities are adversely impacted by year 2000
issues, our investment portfolio may also be adversely impacted.
Since the inception of the year 2000 project, we had incurred costs of
approximately $28 million for system upgrades or modifications through June
30, 1999. Of this amount, approximately $11 million was capitalized. The
32
<PAGE>
remaining cost to complete the various projects is currently estimated to be
$5 million. We may determine that additional expenditures are necessary as
the program continues to evolve. We believe that any deferral of
information technology projects due to the year 2000 effort will not have a
material adverse effect on our operations or financial condition.
Due to the uncertainty inherent in year 2000 issues, particularly with
regard to Japanese customers' year 2000 readiness and the various
governmental functions, public utilities, financial infrastructures and
similar outside facilities on which we depend in both the United States and
Japan, we are unable to determine at this time whether the consequences of
external year 2000 failures will have a material impact on our financial
condition or results of operations. Although a year 2000 failure with
respect to any single internal or external system may not have a material
adverse effect on AFLAC, the failure of multiple systems may cause a
material disruption to our business which may have a material adverse effect
on our operations or financial condition. Moreover, while we have attempted
to gather as much information as reasonably possible with respect to the
manner in which year 2000 related issues may impact our operations in Japan,
it should be noted that there have been widespread reports that Japan will
not, in general, be as well prepared for year 2000 events as the United
States. We are unable to validate these reports, except through our survey
and testing efforts discussed herein.
All statements made herein regarding our year 2000 efforts are "Year
2000 Readiness Disclosures" made pursuant to the Year 2000 Information and
Readiness Disclosure Act, and to the extent applicable, are entitled to the
protections of such act.
OTHER
In May 1999, AFLAC Incorporated was added to the Standard & Poor's 500
index.
On July 27, 1999, the board of directors approved a quarterly cash
dividend of $.075 per share. The dividend is payable on September 1, 1999,
to shareholders of record at the close of business on August 19, 1999.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our financial instruments are exposed to primarily three types of
market risks. These are interest rate, equity price, and foreign currency
exchange rate risk.
INTEREST RATE RISK
Our primary interest rate exposure is a result of the effect of changes
in interest rates on the fair value of our investments in debt securities.
We use modified duration analysis to estimate the sensitivity to interest
rate changes in our debt securities. Modified duration analysis provides a
measure of price percentage volatility.
We attempt to match the duration of our assets with the duration of our
liabilities. For AFLAC Japan, the duration of policy benefit liabilities is
longer than that of the related invested assets due to the unavailability of
acceptable yen-denominated long-duration securities. When our debt
securities mature, there is a risk that the proceeds will be reinvested at a
33
<PAGE>
yield below that of the interest required for the accretion of policy
liabilities.
At June 30, 1999 we had $854 million of net unrealized gains on debt
securities. The hypothetical reduction in the fair value of our debt
securities resulting from a 100 basis point increase in market interest
rates is estimated to be $2.2 billion based on our portfolio as of June 30,
1999. The effect on yen-denominated debt securities is approximately $1.9
billion and the effect on dollar-denominated debt securities is
approximately $354 million.
We had outstanding interest rate swaps on a portion of our variable-
interest-rate yen-denominated borrowings at June 30, 1999. These swaps
reduce the impact of fluctuations in interest rates on our borrowing costs
and effectively change our interest rates from variable to fixed.
Therefore, movements in market interest rates should have no material effect
on earnings. For further information on our notes payable, see Note 6 of
the Notes to the Consolidated Financial Statements.
At June 30, 1999, we also had yen-denominated bank borrowings in the
amount of 17.3 billion yen ($143 million) with a variable interest rate of
.39%. The effect on net earnings in 1999 due to changes in market interest
rates was immaterial. For further information on our notes payable, see
Note 6 of the Notes to the Consolidated Financial Statements.
EQUITY PRICE RISK
Equity securities at June 30, 1999, totaled $186 million, or .7% of
total investments and cash on a consolidated basis. We use beta analysis to
measure the sensitivity of our equity securities portfolio to fluctuations
in the broad market. The beta of our equity securities portfolio is 1.03.
For example, if the overall stock market value changed by 10%, the value of
AFLAC's equity securities would be expected to change by approximately
10.3%, or $19 million.
CURRENCY RISK
Most of AFLAC Japan's investments and cash are denominated in yen.
When the yen-denominated financial instruments mature or are sold, the
proceeds are generally reinvested in yen-denominated securities and are held
to fund yen-denominated policy obligations rather than converted into
dollars. Therefore, there is no significant foreign currency transaction
risk.
In addition to the yen-denominated financial instruments held by AFLAC
Japan, AFLAC Incorporated has yen-denominated borrowings that have been
designated as a hedge of our investment in AFLAC Japan. The unrealized
foreign currency translation gains and losses related to these borrowings
are reported in accumulated other comprehensive income.
AFLAC Incorporated has a currency swap on its $450 million senior
notes. We have swapped the dollar-denominated principal and interest to be
yen-denominated. This swap has been designated as a hedge of our investment
in AFLAC Japan. The unrealized foreign currency translation gains and
losses related to this swap are reported in accumulated other comprehensive
income.
34
<PAGE>
We attempt to match our yen-denominated assets to our yen-denominated
liabilities on a consolidated basis in order to minimize the exposure of our
shareholders' equity to foreign currency translation fluctuations. The
table below compares the U.S. dollar values of our yen-denominated assets
and liabilities at various exchange rates.
Dollar Value of Yen-Denominated Assets and Liabilities
At Selected Exchange Rates
(June 30, 1999)
106.10 121.10* 136.10
(In millions) Yen Yen Yen
- ----------------------------------------------------------------------------
Yen-denominated financial
instruments:
Assets:
Securities available for sale:
Fixed maturities $ 14,355 $ 12,577 $ 11,191
Perpetual debentures 2,320 2,033 1,809
Equity securities 43 38 34
Securities held to maturity:
Fixed maturities 4,302 3,769 3,354
Perpetual debentures 3,788 3,319 2,953
Cash and cash equivalents 306 268 238
Other financial instruments 13 11 10
------- ------- -------
Total 25,127 22,015 19,589
------- ------- -------
Liabilities - notes payable 1,154 1,011 900
------- ------- -------
Net yen-denominated financial
instruments 23,973 21,004 18,689
Other yen-denominated assets 3,671 3,216 2,862
Other yen-denominated liabilities (27,430) (24,032) (21,384)
------- ------- -------
Total yen-denominated net assets
subject to foreign currency
fluctuation $ 214 $ 188 $ 167
======= ======= =======
* Actual June 30, 1999 exchange rate
For information regarding the effect of foreign currency translation on
operating earnings per share, see Foreign Currency Translation on page 20.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" to encourage companies to provide prospective information, so long
as those informational statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important
factors that could cause actual results to differ materially from those
discussed. We desire to take advantage of these provisions. This report
contains cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in this
35
<PAGE>
discussion and analysis, and in any other statements made by company
officers in oral discussions with analysts and contained in documents filed
with the Securities and Exchange Commission (SEC). Forward-looking
statements are not based on historical information and relate to future
operations, strategies, financial results or other developments. In
particular, statements containing words such as "expect," "anticipate,"
"believe," "goal," "objective" or similar words as well as specific
projections of future results generally qualify as forward-looking. AFLAC
undertakes no obligation to update such forward-looking statements.
We caution readers that the following factors, in addition to other
factors mentioned from time to time in our reports filed with the SEC, could
cause actual results to differ materially: regulatory developments,
assessments for insurance company insolvencies, competitive conditions, new
products, ability to repatriate profits from Japan, general economic
conditions in the United States and Japan, changes in U.S. and/or Japanese
tax laws, adequacy of reserves, credit and other risks associated with
AFLAC's investment activities, significant changes in interest rates,
fluctuations in foreign currency exchange rates, and the ability of AFLAC
and third parties with whom it does business to achieve year 2000 readiness
for significant systems on a timely basis.
36
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are a defendant in various litigation considered to be in the normal
course of business. Some of this litigation is pending in Alabama, where
large punitive damages bearing little relation to the actual damages
sustained by plaintiffs have been awarded against other companies, including
insurers, in recent years. Although the final results of any litigation
cannot be predicted with certainty, we believe the outcome of pending
litigation will not have a material adverse effect on our financial
position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4.0 - Indenture, dated April 21, 1999, between AFLAC Incorporated and
The Bank of New York, as Trustee for the 6.5% Senior Notes due
2009 - incorporated by reference from Registration Statement
No. 333-78403 on Form S-4, Accession No. 0000950133-99-001779
as Exhibit 4.2.
10.0 - AFLAC Incorporated Amended and Restated Management Incentive
Plan, effective January 1, 1999 - incorporated by reference
from the 1999 Shareholders' Proxy Statement, Commission file
number 1-7434, Accession No. 0000004977-99-000007, Exhibit A.
12.0 - Ratio of Earnings to Fixed Charges
27.0 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K:
We filed a report on Form 8-K on April 7, 1999
regarding our issuance of $450 million of senior notes.
Items other than those listed above are omitted because they are not
required or are not applicable.
37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AFLAC INCORPORATED
Date August 11, 1999 /s/ KRISS CLONINGER, III
------------------------ ---------------------------
KRISS CLONINGER,III
Executive Vice President;
Treasurer and
Chief Financial Officer
Date August 11, 1999 /s/ NORMAN P. FOSTER
------------------------ ---------------------------
NORMAN P. FOSTER
Executive Vice President,
Corporate Finance
38
<PAGE>
EXHIBITS FILED WITH CURRENT FORM 10-Q:
12.0 - Ratio of Earnings to Fixed Charges
27.0 - Financial Data Schedule (for SEC use only).
39
1
<PAGE>
EXHIBIT 12.0
<PAGE>
<TABLE>
AFLAC INCORPORATED AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges
<CAPTION>
(In thousands) Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Fixed charges:
Interest expense $ 4,576 $ 3,391 $ 8,184 $ 6,664
Rental expense deemed interest 123 103 242 198
------- ------- ------- -------
Total fixed charges $ 4,699 $ 3,494 $ 8,426 $ 6,862
======= ======= ======= =======
Earnings before income tax $196,694 $160,189 $399,591 $213,713
Add back:
Fixed charges 4,699 3,494 8,426 6,862
------- ------- ------- -------
Total earnings before income
tax and fixed charges 201,393 163,683 408,017 220,575
Adjustments:
Realized gains/(losses) (4,729) (451) (9,319) (268)
------- ------- ------- -------
Total earnings before income
tax and fixed charges and
realized gains/(losses) $206,122 $164,134 $417,336 $220,843
======= ======= ======= =======
Earnings excluding realized
gains/(losses) to fixed
charges 43.9x 47.0x 49.5x 32.2x
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated financial statements as filed in Form 10-Q for the
quarter ended June 30, 1999, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 19,580
<DEBT-CARRYING-VALUE> 7,088
<DEBT-MARKET-VALUE> 6,591
<EQUITIES> 186
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 26,872
<CASH> 378
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 3,094
<TOTAL-ASSETS> 31,602
<POLICY-LOSSES> 23,588
<UNEARNED-PREMIUMS> 304
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 245
<NOTES-PAYABLE> 1,028
0
0
<COMMON> 32
<OTHER-SE> 3,619
<TOTAL-LIABILITY-AND-EQUITY> 31,602
3,434
<INVESTMENT-INCOME> 645
<INVESTMENT-GAINS> (9)
<OTHER-INCOME> 9
<BENEFITS> 2,780
<UNDERWRITING-AMORTIZATION> 121
<UNDERWRITING-OTHER> 778
<INCOME-PRETAX> 400
<INCOME-TAX> 74
<INCOME-CONTINUING> 326
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 326
<EPS-BASIC> 1.23
<EPS-DILUTED> 1.18
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
