UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2005
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from _____________ to _______________
Commission File Number:  001-07434

Aflac Incorporated

(Exact name of registrant as specified in its charter)

GEORGIA	58-1167100
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1932 Wynnton Road, Columbus, Georgia	31999
(Address of principal executive offices)	(Zip Code)

706.323.3431

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

þ  Yes   ¨  No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨  Yes   þ  No

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

Class	November 3, 2005
Common Stock, $.10 Par Value	500,368,501 shares

Aflac Incorporated and Subsidiaries
Table of Contents

			Page
Part I.	Financial Information:
Item 1.	Financial Statements.
		Consolidated Statements of Earnings	1
		Three Months Ended September 30, 2005, and 2004
		Nine Months Ended September 30, 2005, and 2004
		Consolidated Balance Sheets	2
		September 30, 2005 and December 31, 2004
		Consolidated Statements of Shareholders' Equity	4
		Nine Months Ended September 30, 2005, and 2004
		Consolidated Statements of Cash Flows	5
		Nine Months Ended September 30, 2005, and 2004
		Consolidated Statements of Comprehensive Income	7
		Three Months Ended September 30, 2005, and 2004
		Nine Months Ended September 30, 2005, and 2004
	Notes to the Consolidated Financial Statements		8
	Review by Independent Registered Public Accounting Firm		19
	Report of Independent Registered Public Accounting Firm		20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.		21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		50
Item 4.	Controls and Procedures.		50
Part II.	Other Information:
Item 1.	Legal Proceedings.		51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		51
Item 6.	Exhibits.		52

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

i

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

Aflac Incorporated and Subsidiaries
Consolidated Statements of Earnings
						Three Months					Nine Months
						Ended					Ended
						September 30,					September 30,
(In millions, except for share and per-share amounts - Unaudited)						2005		2004				2005		2004
Revenues:
	Premiums, principally supplemental health insurance			$	2,997		$	2,822		$		9,058	$	8,363
	Net investment income				522			491				1,554		1,448
	Realized investment gains (losses)				140			(8	)			155		(7	)
	Other income				10			16				29		30
			Total revenues		3,669			3,321				10,796		9,834
Benefits and expenses:
	Benefits and claims				2,237			2,124				6,733		6,270
	Acquisition and operating expenses:
		Amortization of deferred policy acquisition costs			129			125				399		382
		Insurance commissions			319			310				986		929
		Insurance expenses			311			281				922		837
		Interest expense			6			6				17		17
		Other operating expenses			22			24				72		67
			Total acquisition and operating expenses		787			746				2,396		2,232
			Total benefits and expenses		3,024			2,870				9,129		8,502
			Earnings before income taxes		645			451				1,667		1,332
Income taxes					190			158				548		476
			Net earnings	$	455		$	293		$		1,119	$	856
Net earnings per share:
	Basic			$	.91		$	.58		$		2.23	$	1.68
	Diluted				.90			.57				2.20		1.65
Common shares used in computing earnings per    share (In thousands):
	Basic				500,557			506,599				501,555		508,286
	Diluted				507,323			515,576				508,250		517,591
Cash dividends per share				$	.11		$	.095		$		.33	$	.285
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

1

Aflac Incorporated and Subsidiaries
Consolidated Balance Sheets
				September 30,		December 31,
(In millions - Unaudited)				2005		2004
Assets:
	Investments and cash:
		Securities available for sale, at fair value:
			Fixed maturities (amortized cost $25,332 in 2005
			and $26,138 in 2004)	$	27,989	$	29,166
			Perpetual debentures (amortized cost $4,020 in 2005
			and $3,952 in 2004)		4,135		4,019
		Securities held to maturity, at amortized cost:
			Fixed maturities (fair value $11,734 in 2005 and
			$10,522 in 2004)		11,438		10,080
			Perpetual debentures (fair value $4,498 in 2005
			and $4,924 in 2004)		4,359		4,759
		Other investments			134		118
		Cash and cash equivalents			1,862		3,813
			Total investments and cash		49,917		51,955
	Receivables, primarily premiums				457		417
	Receivables for security transactions				238		-
	Accrued investment income				446		495
	Deferred policy acquisition costs				5,621		5,595
	Property and equipment, at cost less accumulated depreciation				466		515
	Other				308		349
			Total assets	$	57,453	$	59,326
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

(continued)

2

Aflac Incorporated and Subsidiaries
Consolidated Balance Sheets (continued)
				September 30,			December 31,
(In millions, except for share and per-share amounts - Unaudited)				2005			2004
Liabilities and shareholders' equity:
	Liabilities:
		Policy liabilities:
		Future policy benefits		$	38,601		$	39,360
		Unpaid policy claims			2,540			2,355
		Unearned premiums			595			593
		Other policyholders' funds			1,364			1,248
		Total policy liabilities			43,100			43,556
		Notes payable			1,700			1,429
		Income taxes			2,670			2,581
		Payables for return of cash collateral on loaned securities			322			2,887
		Other			1,655			1,297
	Commitments and contingent liabilities (Notes 8 and 9)
		Total liabilities			49,447			51,750
	Shareholders' equity:
		Common stock of $.10 par value. In thousands:
		authorized 1,000,000 shares; issued 653,865
		shares in 2005 and 652,628 shares in 2004			65			65
		Additional paid-in capital			754			677
		Retained earnings			7,738			6,785
		Accumulated other comprehensive income:
		Unrealized foreign currency translation gains			127			221
		Unrealized gains on investment securities			2,176			2,417
		Minimum pension liability adjustment			(27	)		(28	)
		Treasury stock, at average cost			(2,827	)		(2,561	)
		Total shareholders' equity			8,006			7,576
			Total liabilities and shareholders' equity	$	57,453		$	59,326
			Shareholders' equity per share	$	16.00		$	15.04
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

3

Aflac Incorporated and Subsidiaries
Consolidated Statements of Shareholders' Equity
			Nine Months Ended September 30,
(In millions, except for per-share amounts - Unaudited)			2005			2004
Common stock:
	Balance, beginning and end of period		$	65		$	65
Additional paid-in capital:
	Balance, beginning of period			677			417
	Cumulative effect of change in accounting principle			-			175
	Exercise of stock options, including income tax benefits			32			12
	Share-based compensation			23			26
	Gain on treasury stock reissued			22			28
		Balance, end of period		754			658
Retained earnings:
	Balance, beginning of period			6,785			5,885
	Cumulative effect of change in accounting principle			-			(173	)
	Net earnings			1,119			856
	Dividends to shareholders ($.33 per share in 2005
	and $.285 per share in 2004)			(166	)		(145	)
		Balance, end of period		7,738			6,423
Accumulated other comprehensive income:
	Balance, beginning of period			2,610			2,493
	Change in unrealized foreign currency translation gains (losses)
	during period, net of income taxes			(94	)		(3	)
	Change in unrealized gains (losses) on investment
	securities during period, net of income taxes			(241	)		57
	Minimum pension liability adjustment during period,
	net of income taxes			1			12
		Balance, end of period		2,276			2,559
Treasury stock:
	Balance, beginning of period			(2,561	)		(2,214	)
	Purchases of treasury stock			(317	)		(278	)
	Cost of shares issued			51			37
		Balance, end of period		(2,827	)		(2,455	)
		Total shareholders' equity	$	8,006		$	7,250
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

4

Aflac Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
					Nine Months Ended September 30,
(In millions - Unaudited)						2005			2004
Cash flows from operating activities:
	Net earnings				$	1,119		$	856
	Adjustments to reconcile net earnings to net
	cash provided by operating activities:
		Change in receivables and advance premiums				(23	)		151
		Increase in deferred policy acquisition costs				(339	)		(316	)
		Increase in policy liabilities				2,555			2,254
		Change in income tax liabilities				177			433
		Realized investment (gains) losses				(155	)		7
		Other, net				130			145
				Net cash provided by operating activities		3,464			3,530
Cash flows from investing activities:
	Proceeds from investments sold or matured:
		Securities available for sale:
			Fixed maturities sold			1,840			1,306
			Fixed maturities matured			490			617
			Perpetual debentures sold			35			-
	Costs of investments acquired:
		Securities available for sale:
			Fixed maturities			(2,580	)		(2,752	)
			Perpetual debentures			(429	)		(464	)
		Securities held to maturity:
			Fixed maturities			(2,290	)		(1,371	)
			Perpetual debentures			-			(129	)
	Cash received as collateral on loaned securities, net					(2,558	)		(142	)
	Other, net					(19	)		(15	)
				Net cash used by investing activities	$	(5,511	)	$	(2,950	)
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

(continued)

5

Aflac Incorporated and Subsidiaries
Consolidated Statements of Cash Flows (continued)
						Nine Months Ended September 30,
(In millions - Unaudited)							2005			2004
Cash flows from financing activities:
	Proceeds from borrowings					$	360		$	-
	Purchases of treasury stock						(317	)		(278	)
	Change in investment-type contracts, net						195			164
	Dividends paid to shareholders						(158	)		(137	)
	Treasury stock reissued						39			33
	Principal payments under debt obligations						(6	)		(10	)
	Other, net						33			13
		Net cash provided (used) by financing activities					146			(215	)
Effect of exchange rate changes on cash and cash equivalents							(50	)		(29	)
			Net change in cash and cash equivalents				(1,951	)		336
Cash and cash equivalents, beginning of period							3,813			1,052
Cash and cash equivalents, end of period						$	1,862		$	1,388
Supplemental disclosures of cash flow information:
	Income taxes paid					$	367		$	56
	Interest paid						12			12
	Noncash financing activities:
				Capitalized lease obligations			1			5
				Treasury shares issued to AFL Stock Plan for:
					Associate stock bonus		25			25
					Shareholder dividend reinvestment		8			8
					Share-based compensation grants		1			-
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

6

Aflac Incorporated and Subsidiaries
Consolidated Statements of Comprehensive Income
					Three Months Ended					Nine Months Ended
					September 30,					September 30,
(In millions - Unaudited)						2005			2004		2005			2004
Net earnings					$	455		$	293	$	1,119		$	856
Other comprehensive income before income taxes:
	Foreign currency translation adjustments:
			Change in unrealized foreign currency translation
			gains (losses) during period			6			17		33			32
	Unrealized gains (losses) on investment securities:
		Unrealized holding gains (losses) arising
		during period				(1,039	)		1,295		(239	)		67
		Reclassification adjustment for realized (gains)
		losses included in net earnings				(140	)		8		(155	)		7
	Minimum pension liability adjustment during period					-			-		1			19
				Total other comprehensive income (loss)
				before income taxes		(1,173	)		1,320		(360	)		125
		Income tax expense (benefit) related to items
		of other comprehensive income (loss)				(376	)		424		(26	)		60
				Other comprehensive income (loss)
				net of income taxes		(797	)		896		(334	)		65
				Total comprehensive income (loss)	$	(342	)	$	1,189	$	785		$	921
Prior year amounts have been adjusted for adoption of SFAS 123R on January 1, 2005.
See the accompanying Notes to the Consolidated Financial Statements.

7

Aflac Incorporated and Subsidiaries
Notes to the Consolidated Financial Statements

1.  BASIS OF PRESENTATION

     We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). These principles are established primarily by the Financial Accounting Standards Board (FASB) and the American Institute of Certified Public Accountants (AICPA). 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 estimates and actuarial determinations subject to changes in the future are the valuation of investments, deferred policy acquisition costs, and liabilities for future policy benefits and unpaid policy claims. These accounting estimates and actuarial determinations are sensitive to market conditions, investment yields, mortality, morbidity, commission and other acquisition expenses, and terminations by policyholders. As additional information becomes available, or actual amounts are determinable, the recorded estimates will be revised and reflected in operating results. Although some variability is inherent in these estimates, we believe the amounts provided are adequate.

     The consolidated financial statements include the accounts of Aflac Incorporated (the "Parent Company"), its majority-owned subsidiaries and those entities required to be consolidated under applicable accounting standards. All material intercompany accounts and transactions have been eliminated.

     In the opinion of management, the accompanying unaudited consolidated financial statements of Aflac Incorporated and subsidiaries (the "Company") contain all adjustments, consisting of normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of September 30, 2005, and December 31, 2004, and the consolidated statements of earnings and comprehensive income for the three- and nine-month periods ended September 30, 2005, and 2004, and consolidated statements of shareholders' equity and cash flows for the nine-month periods ended September 30, 2005, and 2004. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report to shareholders for the year ended December 31, 2004.

8

     New Accounting Pronouncements:  In December 2004, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised), Share-Based Payment (SFAS 123R). This standard amends SFAS No. 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS 123R establishes the accounting for grants of stock options and other transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or transactions that may be settled by the issuance of those equity instruments. SFAS 123R requires that companies use a fair value method to value stock options and recognize the related compensation expense in net earnings. The provisions of SFAS 123R, as amended by the Securities and Exchange Commission, are effective as of the beginning of the first fiscal year after June 15, 2005, although earlier application is encouraged. In accordance with the standard's early adoption provisions, we began accounting for stock options and other share-based payments using the modified-retrospective application method effective January 1, 2005. Prior year results have been adjusted to reflect the expensing of stock options in accordance with this new standard (see Note 7).

     In September 2005, the Accounting Standards Executive Committee of the AICPA issued Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1). SOP 05-1 provides accounting guidance on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006, with earlier adoption encouraged. Retrospective application of this SOP to previously issued financial statements is not permitted. We are currently evaluating the impact of this SOP on our product base and the necessary system changes to appropriately account for internal replacements in accordance with the January 1, 2007 effective date.

     For additional information on new accounting pronouncements and their impact, if any, on our financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

9

2.  BUSINESS SEGMENT INFORMATION

     The Company consists of two reportable insurance business segments: Aflac Japan and Aflac U.S., both of which sell individual supplemental health and life insurance.

     Operating business segments that are not individually reportable are included in the "Other business segments" category. We do not allocate corporate overhead expenses to business segments. We evaluate and manage our business segments using a financial performance measure called pretax operating earnings. Our definition of operating earnings excludes the following items from net earnings on an after-tax basis: realized investment gains/losses, the impact from SFAS 133 and nonrecurring items, which include the gain from the release of the valuation allowance for deferred tax assets in 2005, and the gain from the Japanese pension obligation transfer in 2004. We then exclude income taxes related to operations to arrive at pretax operating earnings. Information regarding operations by segment follows:

				Three Months Ended						Nine Months Ended
				September 30,						September 30,
(In millions)					2005			2004			2005			2004
Revenues:
	Aflac Japan:
		Earned premiums		$	2,177		$	2,077		$	6,648		$	6,182
		Net investment income			410			390			1,232			1,151
		Other income			7			5			23			12
			Total Aflac Japan		2,594			2,472			7,903			7,345
	Aflac U.S.:
		Earned premiums			820			745			2,410			2,181
		Net investment income			107			100			313			295
		Other income			2			2			7			8
			Total Aflac U.S.		929			847			2,730			2,484
	Other business segments				10			7			28			24
			Total business segment revenues		3,533			3,326			10,661			9,853
	Realized investment gains (losses)				140			(8	)		155			(7	)
	Japanese pension obligation transfer				-			-			-			6
	Corporate*				35			15			54			23
	Intercompany eliminations				(39	)		(12	)		(74	)		(41	)
			Total revenues	$	3,669		$	3,321		$	10,796		$	9,834
*Includes for the three-month periods investment income of $5 in 2005 and $1 in 2004, and $9 and $3 for the nine-month periods in 2005 and 2004, respectively. Also, includes for the three-month periods a loss of $3 in 2005 and a gain of $6 in 2004 related to the impact from SFAS 133, and for the nine-month periods, losses of $12 in 2005 and $6 in 2004.

10

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
(In millions)				2005			2004			2005			2004
Pretax earnings:
	Aflac Japan		$	392		$	346		$	1,178	*	$	1,025	*
	Aflac U.S.			133			127			396			368
	Other business segments			(3	)		(1	)		(1	)		-
		Total business segments		522			472			1,573			1,393
	Interest expense, noninsurance operations			(5	)		(5	)		(15	)		(15	)
	Corporate and eliminations			(9	)		(14	)		(34	)		(39	)
		Pretax operating earnings		508			453			1,524			1,339
	Realized investment gains (losses)			140			(8	)		155			(7	)
	Impact from SFAS 133			(3	)		6			(12	)		(6	)
	Japanese pension obligation transfer			-			-			-			6
		Total earnings before income taxes	$	645		$	451		$	1,667		$	1,332
	Income taxes applicable to pretax operating earnings		$	175		$	162		$	530		$	479
	Effect of foreign currency translation on
	operating earnings			(2	)		10			6			35
*	Includes charges of $18 in 2005 and $26 in 2004 related to the write-down of previously capitalized systems development costs for Aflac Japan's administration system.

     Assets were as follows:

			September 30,			December 31,
(In millions)			2005			2004
Assets:
	Aflac Japan		$	47,143		$	47,556
	Aflac U.S.			9,317			11,393
	Other business segments			94			85
		Total business segment assets		56,554			59,034
	Corporate			9,957			9,288
	Intercompany eliminations			(9,058	)		(8,996	)
		Total assets	$	57,453		$	59,326

3.  INVESTMENTS

Realized Investment Gains and Losses

     During the quarter ended September 30, 2005, we realized pretax investment gains of $140 million (after-tax $89 million, or $.18 per diluted share) primarily as a result of the execution of bond swaps. For the nine months ended September 30, 2005, realized pretax investment gains were $155 million (after-tax $99 million, or $.19 per diluted share). For the quarter ended September 30, 2004, we realized pretax investment losses of $8 million (after-tax $5 million, or $.01 per diluted share) and pretax investment losses of $7 million (after-tax $1 million, or $.01 per diluted share) for the nine months ended September 30, 2004, all as a result of securities sales.

11

Unrealized Investment Gains and Losses

     The net effect on shareholders' equity of unrealized gains and losses from investment securities at the following dates was:

	September 30,			December 31,
(In millions)	2005			2004
Unrealized gains on securities available for sale	$	2,826		$	3,138
Unamortized unrealized gains on securities transferred
to held to maturity		462			544
Deferred income taxes		(1,112	)		(1,265	)
Shareholders' equity, net unrealized gains on investment securities	$	2,176		$	2,417

     During the first quarter of 2004, we reclassified the debt security of a Japanese issuer from held to maturity to available for sale as a result of the issuer's credit rating downgrade. At the time of transfer, the debt security had an amortized cost of $118 million. Included in accumulated other comprehensive income immediately prior to the transfer was an unamortized gain of $24 million related to this security. This gain represented the remaining unamortized portion of a $32 million gain established in 2001, when we reclassified this investment from available for sale to held to maturity.

Special Purpose and Variable Interest Entities

     As part of our investment activities, we own investments in qualified special purpose entities (QSPEs). At September 30, 2005, available-for-sale QSPEs totaled $2.0 billion at fair value ($2.0 billion at amortized cost, or 4.5% of total debt securities), compared with $1.4 billion at fair value ($1.4 billion at amortized cost, or 3.0% of total debt securities) at December 31, 2004. We have no equity interests in any of the QSPEs, nor do we have control over these entities. Therefore, our loss exposure is limited to the cost of our investment.

     We also own yen-denominated investments in variable interest entities (VIEs) totaling $1.8 billion at fair value ($1.9 billion at amortized cost, or 4.2% of total debt securities) at September 30, 2005. We have concluded that we are the primary beneficiary of VIEs totaling $1.6 billion at fair value ($1.7 billion at amortized cost) and we have consolidated our interests in these VIEs in accordance with FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. The activities of these VIEs are limited to holding debt securities and utilizing the proceeds from the debt securities to service our investments therein. The terms of the debt securities mirror the terms of the notes held by Aflac. The consolidation of these investments does not impact our financial position or results of operations. We also have interests in VIEs that we are not required to consolidate totaling $233 million at fair value ($230 million at amortized cost) as of September 30, 2005. The notes representing our interests in these VIEs are reported as fixed-maturity securities on the balance sheet. The loss on any of our VIE investments would be limited to its cost.

12

Security Lending

     We lend fixed-maturity securities to financial institutions in short-term security lending transactions. These securities continue to be carried as investment assets on our balance sheet during the term of the loans and are not recorded as sales. We receive cash or other securities as collateral for such loans. These short-term security lending arrangements increase investment income with minimal risk. At September 30, 2005, we had security loans outstanding with a fair value of $312 million, and we held cash in the amount of $322 million as collateral for these loaned securities. At December 31, 2004, we had security loans outstanding with a fair value of $2.9 billion, and we held cash in the amount of $2.9 billion as collateral for these loaned securities. For additional information, see Notes 1 and 3 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

4.  FINANCIAL INSTRUMENTS

     We have only limited activity with derivative financial instruments. We do not use them for trading purposes, nor do we engage in leveraged derivative transactions.

     We have outstanding cross-currency swap agreements related to the $450 million senior notes (Note 5). We have designated the foreign currency component of these cross-currency swaps as a hedge of the foreign currency exposure of our investment in Aflac Japan. The notional amounts and terms of the swaps match the principal amount and terms of the senior notes.

     The components of the fair value of the cross-currency swaps were reflected as an asset or (liability) in the balance sheet as follows:

		September 30,			December 31,
(In millions)		2005			2004
Interest rate component		$	9		$	21
Foreign currency component			(40	)		(91	)
Accrued interest component			9			4
	Total fair value of cross-currency swaps	$	(22	)	$	(66	)

     The following is a reconciliation of the foreign currency component of the cross-currency swaps as included in accumulated other comprehensive income for the nine-month periods ended September 30.

(In millions)	2005			2004
Balance, beginning of period	$	(91	)	$	(69	)
Increase (decrease) in fair value of cross-currency swaps		44			14
Interest rate component not qualifying for hedge accounting
reclassified to net earnings		7			1
Balance, end of period	$	(40	)	$	(54	)

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5.  NOTES PAYABLE

     A summary of notes payable follows:

		September 30,		December 31,
(In millions)		2005		2004
6.50% senior notes due April 2009 (principal amount $450)		$	450		$	449
Yen-denominated Samurai notes:
	1.55% notes (principal amount 30 billion yen) paid October 2005		265			288
	.87% notes due June 2006 (principal amount 40 billion yen)		353			384
	.96% notes due June 2007 (principal amount 30 billion yen)		265			288
	.71% notes due July 2010 (principal amount 40 billion yen)		353			-
Capitalized lease obligations payable through 2009			14			20
	Total notes payable	$	1,700		$	1,429

     At September 30, 2005, the Parent Company had three series of yen-denominated Samurai notes totaling 100 billion yen outstanding in Japan issued under a Shelf Registration Statement filed with Japanese regulatory authorities in 2000. In 2003, the Parent Company filed a second 100 billion yen Shelf Registration Statement with Japanese regulatory authorities. In July 2005, the Parent Company issued a fourth series of yen-denominated Samurai notes totaling 40 billion yen under the 2003 Shelf Registration Statement. Each series of Samurai notes may only be redeemed prior to maturity upon the occurrence of a tax event as specified in the respective bond agreement and are not available to U.S. residents or entities.

     For our yen-denominated loans, the principal amount as stated in dollar terms will fluctuate from period to period due to changes in the yen/dollar exchange rate. We have designated 110 billion yen of these yen-denominated notes payable as a hedge of the foreign currency exposure of our investment in Aflac Japan.

     In 1999, we issued $450 million of 6.50% senior notes due April 2009. The notes are redeemable at our option at any time with a redemption price equal to the principal amount of the notes being redeemed plus a make-whole premium. We have entered into cross-currency swaps related to these notes (see Note 4).

     In October 2005, we used 30 billion yen of the July 2005 Samurai proceeds to pay in full the 1.55% Samurai notes.

     We were in compliance with all of the covenants of our notes payable at September 30, 2005. No events of default or defaults occurred during the nine months ended September 30, 2005.

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6.  SHAREHOLDERS' EQUITY

     The following is a reconciliation of the number of shares of our common stock for the nine months ended September 30.

(In thousands of shares)			2005		2004
Common stock - issued:
	Balance, beginning of period		652,628		651,554
	Exercise of stock options		1,237		955
		Balance, end of period	653,865		652,509
Treasury stock:
	Balance, beginning of period		149,020		141,662
	Purchases of treasury stock:
		Open market	7,582		6,931
		Other	156		42
	Shares issued to AFL Stock Plan		(1,148	)	(1,186	)
	Exercise of stock options		(1,767	)	(1,096	)
	Grants of restricted stock		(261	)	(2	)
		Balance, end of period	153,582		146,351
Shares outstanding, end of period			500,283		506,158

     In February 2004, the board of directors authorized the purchase of up to an additional 30 million shares of our common stock. As of September 30, 2005, we had approximately 19 million shares available for purchase under the current share repurchase program.

     For the nine months ended September 30, 2005, there were approximately 2.9 million weighted-average shares, compared with 769 thousand shares in 2004, for outstanding stock options that were not included in the calculation of weighted-average shares used in the computation of diluted earnings per share because the exercise price for these options was greater than the average market price during these periods (approximately 1.8 million shares for the three months ended September 30, 2005, and 1.3 million shares for the same period in 2004).

7.  SHARE-BASED TRANSACTIONS

     Our long-term share-based compensation plans allow for grants of share-based awards of stock options, restricted stock, restricted stock units, and stock appreciation rights. The terms and vesting schedules for share-based awards vary by the type of grant and the employment status of the grantee. Generally, the awards vest based upon time-based conditions or time-and-performance-based conditions. Performance-based vesting conditions generally include the attainment of goals related to Company financial performance. As of September 30, 2005, the only performance-based awards issued and outstanding were restricted stock awards. Upon exercise, share-based compensation awards granted to U.S.-based grantees are settled with authorized but unissued company stock, while share-based compensation awards granted to Japan-based grantees are settled with treasury shares.

15

     We adopted SFAS 123R to account for stock options and other share-based transactions effective January 1, 2005. In accordance with the modified-retrospective application method, we have adjusted previously reported results to reflect the effect of expensing stock options. The cumulative adjustment associated with adoption decreased our tax liability $2 million, increased additional paid-in capital $175 million and decreased retained earnings $173 million as of December 31, 2003.

     The following table presents the expense recognized in the following items as a result of applying the provisions of SFAS 123R.

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
(In millions, except for per-share amounts)			2005			2004			2005			2004
Earnings from continuing operations		$		8	$		8	$		23	$		26
Earnings before income taxes				8			8			23			26
Net earnings				6			8			17			26
Net earnings per share:
	Basic	$		.01	$		.01	$		.03	$		.05
	Diluted			.01			.01			.03			.05

     We estimate the fair value of each stock option granted using the Black-Scholes-Merton multiple option approach. Expected volatility is based on historical periods generally commensurate with the estimated term of options. Identifiable periods of unusual volatility may be excluded from historical data if they are not considered to be representative of expected future volatility. We use historical data to estimate option exercise and termination patterns within the model. Separate groups of employees that have similar historical exercise patterns are stratified and considered separately for valuation purposes. The expected term of options granted is derived from the output of our option model and represents the weighted-average period of time that options granted are expected to be outstanding. We base the risk-free interest rate on the Treasury note rate with a term comparable to that of the estimated term of options. The weighted-average fair value of options at their grant date was $13.30 for the first nine months of 2005, compared with $10.64 a year ago. The following table presents the assumptions used in valuing options granted during the nine months ended September 30.

	2005		2004
Expected volatility	28.4	%	25.5	%
Expected term (years)	6.6		4.9
Risk-free interest rate	4.0	%	4.0	%
Dividend yield	1.1	%	.9	%

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     The following table summarizes stock option activity during the first nine months of 2005.

		Stock		Weighted-Average
		Option		Exercise Price
(In thousands of shares)		Shares		Per Share
Outstanding at December 31, 2004		22,087		$	23.86
	Granted in first nine months of 2005	2,022			40.71
	Canceled in first nine months of 2005	(128	)		34.19
	Exercised in first nine months of 2005	(3,113	)		14.65
Outstanding at September 30, 2005		20,868		$	26.79
Exercisable at September 30, 2005		15,400		$	22.23

     As of September 30, 2005, the aggregate intrinsic value of stock options outstanding was $385 million, with a weighted-average remaining term of 5.6 years. The aggregate intrinsic value of stock options exercisable at that same date was $339 million, with a weighted-average remaining term of 4.6 years. The total intrinsic value of stock options exercised during the nine months ended September 30, 2005 was $84 million, compared with $53 million for the same period a year ago. We received $41 million and $29 million cash from the exercise of stock options during the nine-month periods ended September 30, 2005 and 2004, respectively. The tax benefit realized as a result of stock option exercises was $27 million for the first nine months of 2005. The tax benefit realized from stock option exercises was immaterial in the first nine months of 2004.

     The following table summarizes restricted stock activity during the first nine months of 2005.

				Weighted-Average
				Grant-Date
(In thousands of shares)		Shares		Fair Value
Restricted stock at December 31, 2004		2		$	39.98
	Granted in first nine months of 2005	262			39.15
	Canceled in first nine months of 2005	(1	)		38.75
	Vested in first nine months of 2005	-			-
Restricted stock at September 30, 2005		263		$	39.16

     As of September 30, 2005, total compensation cost not yet recognized in our financial statements related to restricted stock awards was $8 million. We expect to recognize this cost over a weighted-average period of approximately three years. Grants of restricted stock for the first nine months included 151 thousand shares that have a performance-based vesting condition. Total compensation cost not yet recognized in our financial statements related to the performance-based awards was $5 million, which we expect to recognize over a period of approximately three years. There are no other contractual terms covering restricted stock awards once vested. Awards of two thousand shares of restricted stock were granted during the first nine months of 2004.

     For additional information on our long-term share-based compensation plans and the types of share-based awards, see Note 8 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2004.

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8.  BENEFIT PLANS

     Our basic employee defined-benefit pension plans cover substantially all of our full-time employees. The components of retirement expense for the Japanese and U.S. pension plans were as follows for the three- and nine-month periods ended September 30:

				Three Months Ended September 30,															Nine Months Ended September 30,
					2005							2004							2005									2004
(In millions)					Japan				U.S.			Japan			U.S.					Japan				U.S.					Japan				U.S.
Components of net
periodic benefit cost:
	Service cost		$			2		$		1	$		1	$		1		$			4		$		5		$			3		$		4
	Interest cost					1				2			1			2					2				6					2				5
	Expected return on
	plan assets					(1	)			(1)			-			(1	)				(1	)			(4	)				(1	)			(4	)
	Amortization of net
		actuarial loss				1				1			-			-					2				2					2				1
	Net periodic
	benefit cost		$			3		$		3	$		2	$		2		$			7		$		9		$			6		$		6

     As of September 30, 2005, approximately $7 million (using the September 30, 2005, exchange rate) had been contributed to the Japanese pension plan for the first nine months of 2005. As of September 30, 2005, $20 million had been contributed to the U.S. pension plan.

     For additional information regarding our Japanese and U.S. pension plans, see Note 10 of the Notes to the Consolidated Financial Statement in our annual report to shareholders for the year ended December 31, 2004.

9.  COMMITMENTS AND CONTINGENT LIABILITIES

     Commitments: We have employee benefit plans that provide pension and various post-retirement benefits. For additional information regarding our benefit plans, see Note 10 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

     We lease office space and equipment under various agreements that expire in various years through 2021. For further information regarding lease commitments, see Note 11 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

     Litigation: We are a defendant in various lawsuits considered to be in the normal course of business. Some of this litigation is pending in states where large punitive damages bearing little relation to the actual damages sustained by plaintiffs have been awarded against other companies, including insurers, in recent years. Although the final results of any litigation cannot be predicted with certainty, we believe the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows.

18

REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The September 30, 2005, and 2004, financial statements included in this filing have been reviewed by KPMG LLP, an independent registered public accounting firm, in accordance with established professional standards and procedures for such a review.

     The report of KPMG LLP commenting upon its review is included on page 20.

19

KPMG LLP
303 Peachtree Street, N.E.
Suite 2000	Telephone: (404) 222-3000
Atlanta, GA 30308	Telefax:      (404) 222-3050

Report of Independent Registered Public Accounting Firm

The shareholders and board of directors of Aflac Incorporated:

We have reviewed the consolidated balance sheet of Aflac Incorporated and subsidiaries as of September 30, 2005, the related consolidated statements of earnings and comprehensive income for the three-month and nine-month periods ended September 30, 2005, and 2004, and the consolidated statements of shareholders' equity and cash flows for the nine-month periods ended September 30, 2005, and 2004. These consolidated financial statements are the responsibility of the Company's management.

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

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheet of Aflac Incorporated and subsidiaries as of December 31, 2004, 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 March 4, 2005, we expressed an unqualified opinion on those consolidated financial statements.

As discussed in Notes 1 and 7 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, to account for stock options and other share-based transactions, effective January 1, 2005.

Atlanta, Georgia
November 8, 2005

20

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

FORWARD-LOOKING INFORMATION

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

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

• legislative and regulatory developments
• assessments for insurance company insolvencies
• competitive conditions in the United States and Japan
• new product development and customer response to new products and new marketing initiatives
• ability to attract and retain qualified sales associates
• ability to repatriate profits from Japan
• changes in U.S. and/or Japanese tax laws or accounting requirements
• credit and other risks associated with Aflac's investment activities
• significant changes in investment yield rates
• fluctuations in foreign currency exchange rates
• deviations in actual experience from pricing and reserving assumptions including, but not limited to, morbidity, mortality, persistency, expenses, and investment yields
• level and outcome of litigation
• downgrades in the company's credit rating
• changes in rating agency policies or practices
• subsidiary's ability to pay dividends to parent company
• ineffectiveness of hedging strategies used to minimize the exposure of our shareholders' equity to foreign currency translation fluctuations
• catastrophic events
• general economic conditions in the United States and Japan

21

Company Overview

     Aflac Incorporated (the Parent Company) and its subsidiaries (the Company) primarily sell supplemental health and life insurance in the United States and Japan. The Company's insurance business is marketed and administered through American Family Life Assurance Company of Columbus (Aflac), which operates in the United States (Aflac U.S.) and as a branch in Japan (Aflac Japan). Most of Aflac's policies are individually underwritten and marketed through independent agents. Our insurance operations in the United States and our branch in Japan service the two markets for our insurance business.

     Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to inform the reader about matters affecting the financial condition and results of operations of Aflac Incorporated and its subsidiaries for the period from December 31, 2004, to September 30, 2005. As a result, the following discussion should be read in conjunction with the consolidated financial statements and notes that are included in our annual report to shareholders for the year ended December 31, 2004. Prior year results have been adjusted in this quarterly report to reflect adoption of Statement of Financial Accounting Standards No. 123 (revised), Share-Based Payment, on January 1, 2005. For additional information, see Note 7 of the Notes to the Consolidated Financial Statements.

     This MD&A is divided into four primary sections. In the first section, we discuss our critical accounting estimates. We then follow with a discussion of the results of our operations on a consolidated basis and by segment. The third section presents an analysis of our financial condition as well as a discussion of market risks of financial instruments. We then conclude by addressing the availability of capital and the sources and uses of cash in the Capital Resources and Liquidity section.

Critical Accounting Estimates

     We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires us to make estimates based on currently available information when recording transactions resulting from business operations. The estimates that we deem to be most critical to an understanding of Aflac's results of operations and financial condition are those related to investments, deferred policy acquisition costs and policy liabilities. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management's analyses and judgments. The application of these critical accounting estimates determines the values at which 95% of our assets and 83% of our liabilities are reported and thus have a direct effect on net earnings and shareholders' equity. Subsequent experience or use of other assumptions could produce significantly different results. There have been no changes in the items that we have identified as critical accounting estimates during the nine months ended September 30, 2005. For additional information, see the Critical Accounting Estimates section of MD&A included in our annual report to shareholders for the year ended December 31, 2004.

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New Accounting Pronouncements

     In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised), Share-Based Payment (SFAS 123R). This standard amends SFAS No. 123, Accounting for Stock-Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as granting stock options. It requires that companies use a fair value method to value stock options and other forms of share-based payments and recognize the related compensation expense in net earnings. We adopted SFAS 123R effective January 1, 2005, using the modified-retrospective application method. As a result, 2004 results have been adjusted to reflect the expensing of stock options. See Note 7 of the Notes to the Consolidated Financial Statements for additional information.

     For additional information on new accounting pronouncements and the impact, if any, on our financial position or results of operations, see Note 1 of this report and Note 1 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2004.

RESULTS OF OPERATIONS

     The following table is a presentation of items impacting net earnings and net earnings per diluted share for the periods ended September 30.

Items Impacting Net Earnings
		Three Months Ended September 30,												Nine Months Ended September 30,
		2005			2004			2005			2004			2005			2004			2005			2004
			In millions					Per Diluted Share							In millions					Per Diluted Share
Net earnings		$	455		$	293		$	.90		$	.57		$	1,119		$	856		$	2.20		$	1.65
Items impacting net
earnings, net of tax:
	Realized investment
	gains (losses)		89			(5	)		.18			(.01	)		99			(1	)		.19			(.01	)
	Impact from SFAS 133		(1	)		6			(.01	)		.01			(8	)		(6	)		(.02	)		(.01	)
	Release of deferred
	tax asset valuation
	allowance		34			-			.07			-			34			-			.07			-
	Japanese pension
	obligation transfer		-			-			-			-			-			3			-			.01
	Foreign currency
	translation*		(2	)		10			-			.02			6			35			.02			.07
*Translation effect on Aflac Japan segment and Parent Company yen-denominated interest expense

23

Realized Investment Gains and Losses

     Our investment strategy is to invest in fixed-income securities in order to provide a reliable stream of investment income, which is one of the drivers of the company's profitability. We do not purchase securities with the intent of generating capital gains or losses. However, investment gains and losses may be realized as a result of changes in the financial markets and the creditworthiness of specific issuers. The realization of investment gains and losses is independent of the underwriting and administration of our insurance products, which are the principal drivers of our profitability. The significant realized investment gains in the first nine months of 2005 resulted from the execution of bond swaps in the third quarter. Through October 21, 2005, we realized an additional $88 million of investment gains as part of the bond swap program. Overall portfolio quality and investment income have been enhanced as a result of this program. Realized investment gains during the first nine months of 2004 resulted primarily from sales transactions in the normal course of business.

Impact from SFAS 133

     We entered into cross-currency swap agreements to effectively convert our dollar-denominated senior debt obligation, which matures in 2009, into a yen-denominated obligation (see Notes 4 and 5 of the Notes to the Consolidated Financial Statements). The effect of issuing fixed-rate, dollar-denominated debt and swapping it into fixed-rate, yen-denominated debt has the same economic impact on Aflac as if we had issued straight yen-denominated debt of a like amount. However, the accounting treatment for cross-currency swaps is different from issuing yen-denominated (Samurai) notes. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS 133), requires that the change in the fair value of the interest rate component of the cross-currency swap, which does not qualify for hedge accounting, be reflected in net earnings (other income). This change in fair value is determined by relative dollar and yen interest rates and has no cash impact on our results of operations. At maturity, the swaps' fair value and their initial contract fair value will be equal, and the cumulative impact of gains and losses from the changes in fair value of the interest component will be zero. We have the ability to retain the cross-currency swaps until their maturity. The impact from SFAS 133 includes the change in fair value of the interest rate component of the cross-currency swaps, which does not qualify for hedge accounting.

     We have also issued yen-denominated debt (Samurai notes). We have designated 110 billion yen of these notes as a hedge of our investment in Aflac Japan. If the value of these yen-denominated notes exceeds our investment in Aflac Japan, we would be required to recognize the foreign currency effect on the excess, or ineffective portion, in net earnings (other income). The ineffective portion would be included in the impact from SFAS 133. These hedges were effective during the nine-month period ended September 30, 2005; therefore, there was no impact on net earnings. See Note 4 of the Notes to the Consolidated Financial Statements and Note 1 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004, for additional information.

24

Nonrecurring Items

     During the third quarter of 2005, we received regulatory approval for a change in the allocation of expenses incurred by the Parent Company. The change in the allocation of expenses under the management fee agreement between Aflac and the Parent Company allows it to take advantage of its nonlife operating losses. As a result, we recognized a benefit of $34 million, or $.07 per diluted share due to the release of a valuation allowance for deferred tax assets related to the Parent Company's nonlife operating losses.

     During the first quarter of 2004, we concluded the process of returning the substitutional portion of Aflac Japan's pension plan to the Japanese government as allowed by the Japan Pension Insurance Law. We recognized a one-time gain (other income) as the result of this transfer to the Japanese government in the amount of $6 million (after-tax, $3 million, or $.01 per diluted share). For additional information on the transfer, see Note 10 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

Foreign Currency Translation

     Aflac Japan's premiums and most of its investment income are received in yen. Claims and expenses are paid in yen, and we primarily purchase yen-denominated assets to support yen-denominated policy liabilities. These and other yen-denominated financial statement items are translated into dollars for financial reporting purposes. We translate Aflac Japan's yen-denominated income statement from yen into dollars using an average exchange rate for the reporting period, and we translate its yen-denominated balance sheet using the exchange rate at the end of the period. However, it is important to distinguish between translating and converting foreign currency. Except for a limited number of transactions, we do not actually convert yen into dollars.

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

Income Taxes

     Our combined U.S. and Japanese effective income tax rate on net earnings declined to 32.9% for the nine-month period ended September 30, 2005, compared with 35.7% for the same period in 2004. The decline in the effective income tax rate primarily resulted from the release of the valuation allowance on nonlife losses in 2005.

25

Earnings Projections

     We communicate earnings guidance in this report based on the growth in net earnings per diluted share. However, certain items that cannot be predicted or that are outside of management's control may have a significant impact on actual results. Therefore, our projections of net earnings include certain assumptions to reflect the limitations that are inherent in projections of net earnings.

     In the context of a forward-looking discussion, the impact of foreign currency translation on our results of operations is inherently unpredictable. Therefore, our projections of net earnings assume no impact from foreign currency translation for a given period in relation to the comparable prior period.

     Furthermore, as discussed previously, we do not purchase securities with the intent of generating capital gains or losses. Therefore, we do not attempt to predict realized investment gains and losses, which include impairment charges, as their ultimate realization will be the result of market conditions that may or may not be predictable. As a result, our projections of net earnings assume no realized investment gains or losses in future periods.

     Net earnings are also affected by the impact from SFAS 133, which is based on relative dollar and yen interest rates. Similar to foreign currency exchange rates, yen and dollar interest rates are also inherently unpredictable. Consequently, our projections of net earnings assume no impact from SFAS 133.

     Finally, because nonrecurring items represent the financial impact of items that have not occurred within the past two years and are not expected to occur within the next two years, we do not attempt to predict their occurrence in future periods.

     Subject to the assumptions set forth above and reflecting adoption of SFAS 123R, our objective for 2005 is to achieve net earnings per diluted share of at least $2.56, an increase of 14.8% over 2004. If we achieve this objective, the following table shows the likely results for 2005 net earnings per diluted share, including the impact of foreign currency translation using various yen/dollar exchange rate scenarios.

2005 Net Earnings Per Share (EPS) Scenarios*
Weighted-Average
Yen/Dollar			Net Earnings		% Growth		Yen Impact
Exchange Rate			Per Share		Over 2004		on EPS
95.00			$	2.76	23.8	%	$	.20
100.00				2.67	19.7			.11
105.00				2.60	16.6			.04
108.26		**		2.56	14.8			-
110.00				2.54	13.9			(.02	)
115.00				2.49	11.7			(.07	)
*	Assumes: No realized investment gains/losses, no impact from SFAS 133, and no nonrecurring items in 2005 and 2004
**	Actual 2004 weighted-average exchange rate

26

     Based on the results we have produced so far in 2005, we expect to meet or exceed our earnings objective for the year. At the same time, we have retained our objectives of 15% growth in net earnings per diluted share for 2006, and 13% to 16% growth in net earnings per diluted share in 2007, both on the basis described above.

INSURANCE OPERATIONS

     Aflac's insurance business consists of two segments: Aflac Japan and Aflac U.S. GAAP financial reporting requires that an enterprise report financial and descriptive information about operating segments in its annual financial statements. Furthermore, these requirements direct a public business enterprise to report a measure of segment profit or loss, certain revenue and expense items, and segment assets. We measure and evaluate our insurance segments' financial performance using operating earnings on a pretax basis. We define segment operating earnings as the profits we derive from our operations before realized investment gains and losses, the impact from SFAS 133, and nonrecurring items. We believe that an analysis of segment pretax operating earnings is vitally important to an understanding of the underlying profitability drivers and trends of our insurance business. Furthermore, because a significant portion of our business is conducted in Japan, we believe it is equally important to understand the impact of translating Japanese yen into U.S. dollars.

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

Aflac Japan

     Aflac Japan, which operates as a branch of Aflac, is the principal contributor to consolidated earnings. Based on financial results determined in accordance with Japan's Financial Services Agency (FSA) requirements for the Japanese fiscal year ended March 31, 2005, Aflac Japan ranked first in terms of individual insurance policies in force and 10th in terms of assets among all life insurance companies operating in Japan.

Aflac Japan Pretax Operating Earnings

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

27

Aflac Japan Summary of Operating Results
			Three Months Ended				Nine Months Ended
			September 30,				September 30,
(In millions)				2005		2004		2005		2004
Premium income			$	2,177	$	2,077	$	6,648	$	6,182
Net investment income				410		390		1,232		1,151
Other income				7		5		23		12
		Total operating revenues		2,594		2,472		7,903		7,345
Benefits and claims				1,728		1,665		5,249		4,930
Operating expenses:
	Amortization of deferred policy acquisition costs			69		65		213		203
	Insurance commissions			214		216		681		653
	Insurance and other expenses			191		180		582		534
		Total operating expenses		474		461		1,476		1,390
		Total benefits and expenses		2,202		2,126		6,725		6,320
		Pretax operating earnings*	$	392	$	346	$	1,178	$	1,025
Weighted-average yen/dollar exchange rates				111.30		109.95		107.79		109.00

		In Dollars								In Yen
		Three Months				Nine Months				Three Months				Nine Months
		Ended				Ended				Ended				Ended
Percentage changes over		September 30,				September 30,				September 30,				September 30,
previous period:		2005		2004		2005		2004		2005		2004		2005		2004
	Premium income	4.8	%	14.3	%	7.5	%	15.9	%	6.1	%	6.9	%	6.4	%	6.7	%
	Net investment income	5.0		9.8		7.1		10.2		6.3		2.7		5.9		1.5
	Total operating revenues	5.0		13.5		7.6		14.8		6.2		6.1		6.4		5.8
	Pretax operating earnings*	13.2		26.9		15.0		23.7		14.5		18.5		13.7		13.8

			Three Months Ended					Nine Months Ended
			September 30,					September 30,
Ratios to total revenues, in dollars:				2005		2004			2005		2004
	Benefits and claims			66.6	%	67.4	%		66.4	%	67.1	%
	Operating expenses:
		Amortization of deferred policy acquisition costs		2.7		2.6			2.7		2.8
		Insurance commissions		8.3		8.7			8.6		8.9
		Insurance and other expenses		7.3		7.3			7.4		7.2
	Total operating expenses			18.3		18.6			18.7		18.9
	Pretax operating earnings*			15.1		14.0			14.9		14.0
*See page 27 for our definition of segment operating earnings.

     The percentage increases in premium income reflect the growth of premiums in force. Annualized premiums in force in yen increased 6.7% to 1.0 trillion yen in the first nine months of 2005, compared with 946.8 billion yen a year ago, and reflect the high persistency of Aflac Japan's business and the sales of new policies. Annualized premiums in force, translated into dollars at respective period-end exchange rates, were $8.9 billion in 2005 and $8.5 billion in 2004.

28

     The benefit ratio has declined over the past several years, reflecting the impact of new products with lower benefit ratios. We have also experienced favorable claim trends in our cancer product line and better-than-expected claim experience in our Rider MAX product line. We expect the benefit ratio to continue to decline in future years primarily reflecting the shift to newer products and riders. The operating expense ratio declined, reflecting lower commission expense, compared with a year ago. However, we expect the operating expense ratio to be relatively stable in the future. Due to improvement in the benefit and operating expense ratios, the pretax operating profit margin expanded from 14.0% to 15.1%.

     Aflac Japan maintains a portfolio of dollar-denominated and reverse-dual currency securities (yen-denominated debt securities with dollar coupon payments). Dollar-denominated investment income from these assets accounted for approximately 30% of Aflac Japan's investment income in the first nine months of both 2005 and 2004. In periods when the yen strengthens in relation to the dollar, translating Aflac Japan's dollar-denominated investment income into yen lowers comparative growth rates for net investment income, total operating revenues, and pretax operating earnings in yen terms. In periods when the yen weakens, translating dollar-denominated investment income into yen magnifies comparative growth rates for net investment income, total operating revenues, and pretax operating earnings in yen terms. The following table illustrates the effect of translating Aflac Japan's dollar-denominated investment income and related items by comparing certain segment results with those that would have been reported had yen/dollar exchange rates remained unchanged from the comparable period in the prior year.

Aflac Japan Percentage Changes Over Previous Period
For the Periods Ended September 30,
(Yen Operating Results)
		Including Foreign Currency Changes									Excluding Foreign Currency Changes**
			Three-Month				Nine-Month					Three-Month				Nine-Month
			Operating Results				Operating Results					Operating Results				Operating Results
			2005		2004		2005		2004			2005		2004		2005		2004
Net investment income			6.3	%	2.7	%	5.9	%	1.5	%		5.9	%	4.9	%	6.2	%	4.1	%
Total operating revenues			6.2		6.1		6.4		5.8			6.2		6.5		6.5		6.2
Pretax operating
earnings*			14.5		18.5		13.7		13.8			14.1		21.1		14.0		16.7
*	See page 27 for our definition of segment operating earnings.
**	Amounts excluding foreign currency changes on dollar-denominated items were determined using the same yen/dollar exchange rate for the current period as the comparable period in the prior year.

29

Aflac Japan Sales

     Aflac Japan's total new annualized premium sales in the third quarter increased 8.2% from a year ago and we were pleased that our rate of sales growth improved significantly over the second quarter. For the first nine months of 2005, total new annualized premium sales were up 4.7%. As expected, sales growth was restrained by continued sharp declines in Rider MAX sales. However, we again produced significant increases in the sale of our medical products. Sales of our popular EVER products rose 31.7% in the quarter. Dai-ichi Mutual Life's sales of our cancer life product were also very strong, rising 19.0% over the third quarter of 2004. The following table presents Aflac Japan's total new annualized premium sales for the periods ended September 30.

	In Dollars												In Yen
(In millions of dollars and	Three Months						Nine Months						Three Months						Nine Months
billions of yen)	2005			2004			2005			2004			2005			2004			2005			2004
Total new annualized
premium sales	$	278		$	260		$	865		$	818			31.0			28.6			93.4			89.2
Increase over comparable
period in prior year	6.9		%	3.9		%	5.8		%	8.1		%	8.2		%	(2.9		)%	4.7		%	(.4		)%

     Our objective for 2005 is to increase total new annualized premium sales in yen by 5% to 10%.

     Aflac Japan's sales mix has been shifting during the last few years. The following table details the contributions to total new annualized premium sales by major product for the periods ended September 30.

		Three Months					Nine Months
			2005		2004			2005		2004
Medical policies			38	%	31	%		38	%	31	%
Rider MAX			10		16			12		20
Cancer life			27		23			24		24
Ordinary life			18		20			18		19
Other			7		10			8		6
	Total		100	%	100	%		100	%	100	%

     Our medical products, which include our EVER product line, have sustained steady and consistent sales growth this year. Because Japanese consumers are both health- and cost-conscious, we expect that demand for medical products will continue to rise in the future and we remain encouraged about the outlook for the medical insurance market. Although that market is very competitive, Aflac Japan retains the distinction of being the number one seller of stand-alone medical insurance in Japan. We believe that our number-one status provides us with a distinct advantage in the marketplace. As a result, we continue to believe that the medical category will be an important part of our product portfolio.

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     As we have disclosed previously, we expect that the effect of Rider MAX conversions on total new annualized sales will continue to decline in future periods. Sales of Rider MAX to both new and existing cancer policyholders have also declined. However, we have seen a steady increase in the percentage of customers who are purchasing both our cancer product and EVER, compared with cancer plus Rider MAX. We believe this could be due to a consumer preference for the greater flexibility that comes with owning two stand-alone policies. We believe it also reflects the visibility and popularity of EVER as Japan's number one medical product.

     Sales through Dai-ichi Mutual Life dramatically improved over the third quarter of 2004, accounting for 8% of total new annualized premium sales in both the third quarters of 2005 and 2004. For the nine-month period, Dai-ichi Life's new sales increased 9.9%, compared with a year ago. We continue to be very pleased with our alliance with Dai-ichi Life and for the full year, we expect sales through Dai-ichi Life to exceed its 2004 results.

     We continued to focus on the growth of our distribution system in Japan. In the third quarter of 2005, we recruited nearly 900 agencies, bringing the total number of recruited agencies to more than 3,100 as of September 30, 2005. Our goal for 2005 is to recruit 4,400 agencies. During the first nine months of 2005, the number of licensed sales associates rose to approximately 79,300, compared with 71,400 at December 31, 2004. The growth of licensed sales associates primarily resulted from individual agency recruitment. We believe that new agencies and sales associates will continue to be attracted to Aflac Japan's high commissions, superior products, customer service and brand image. Furthermore, we believe that these new agencies and associates will enable us to further expand our reach in the Japanese market.

Aflac Japan Investments

     Growth of investment income in yen is affected by available cash flow from operations, investment yields achievable on new investments, and the effect of yen/dollar exchange rates on dollar-denominated investment income. Aflac Japan has invested in privately issued securities to secure higher yields than Japanese government or other corporate bonds would have provided, while still adhering to prudent standards for credit quality. All of our privately issued securities are rated investment grade at the time of purchase. These securities are generally issued with standard documentation for medium-term note programs and have appropriate covenants.

     Japanese investment yields were lower than a year ago, although they were above second quarter levels. The yield of a composite index of 20-year Japanese government bonds averaged 2.02% in the third quarter, compared with 2.24% a year ago and 1.93% in second quarter of 2005. The following table compares the results of Aflac Japan's investment activities during and for the periods ended September 30.

31

	Three Months					Nine Months
		2005		2004			2005		2004
New money yield - yen only		3.15	%	2.27	%		2.88	%	3.04	%
New money yield - blended		3.43		3.43			3.10		3.23
Return on average invested assets, net of
investment expenses		4.14		4.26			4.12		4.27
Portfolio yield, including dollar-denominated
investments, end of period							4.26	%	4.42	%

     See Investments and Cash on page 38 for additional information.

Japanese Economy

     After a period of prolonged weakness in its economy, Japan has shown signs of economic improvement. While recent events continue to indicate that Japan's economy has begun to recover, the time required for a full economic recovery remains uncertain. For additional information, see the Japanese Economy section of MD&A in our annual report to shareholders for the year ended December 31, 2004.

Aflac U.S.

Aflac U.S. Pretax Operating Earnings

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

32

Aflac U.S. Summary of Operating Results
				Three Months Ended						Nine Months Ended
				September 30,						September 30,
(In millions)					2005			2004			2005			2004
Premium income				$	820		$	745		$	2,410		$	2,181
Net investment income					107			100			313			295
Other income					2			2			7			8
		Total operating revenues			929			847			2,730			2,484
Benefits and claims					508			459			1,481			1,340
Operating expenses:
	Amortization of deferred policy acquisition costs				60			59			186			180
	Insurance commissions				104			94			305			276
	Insurance and other expenses				124			108			362			320
		Total operating expenses			288			261			853			776
		Total benefits and expenses			796			720			2,334			2,116
		Pretax operating earnings*		$	133		$	127		$	396		$	368
Percentage changes over previous period:
		Premium income			10.1	%		12.8	%		10.5	%		13.5	%
		Net investment income			7.4			8.4			6.2			10.5
		Total operating revenues			9.7			12.3			9.9			13.2
		Pretax operating earnings*			5.1			10.1			7.6			13.9
Ratios to total revenues:
		Benefits and claims			54.7	%		54.2	%		54.3	%		53.9	%
		Operating expenses
			Amortization of deferred policy acquisition costs		6.5			7.0			6.8			7.2
			Insurance commissions		11.2			11.1			11.2			11.1
			Insurance and other expenses		13.2			12.7			13.2			13.0
		Total operating expenses			30.9			30.8			31.2			31.3
		Pretax operating earnings*			14.4			15.0			14.5			14.8
*See page 27 for our definition of segment operating earnings.

     The percentage increases in premium income reflect the growth of premiums in force. Annualized premiums in force at September 30, 2005 were $3.6 billion, compared with $3.3 billion a year ago. The increases in annualized premiums in force of 10.3% in the first nine months of 2005 and 12.0% for the same period of 2004 were favorably affected by sales at the worksite primarily through cafeteria plans and a slight improvement in the persistency of several products.

     The benefit ratio has increased slightly over the past several years, primarily due to the impact of declining investment yields on the growth of our investment income and the slowdown in U.S. sales in 2004 and 2003. As a percentage of premium income, the benefit ratio has been fairly stable at 61.5% in the first nine months of 2005, compared with 61.4% in the first nine months of 2004. In 2005 we expect the benefit ratio; the operating expense ratio, excluding discretionary promotional expenses; and the pretax operating profit margin to remain relatively stable.

33

     The overall financial effect from Hurricanes Katrina and Rita was not material in the third quarter of 2005. In early September, we announced that we were allowing a 90-day grace period for premium payments in the hurricane-affected areas. Additionally, Louisiana, Mississippi and Alabama have mandated various grace periods for the affected areas, some of which extend into 2006. Due to these grace periods, there was no impact on persistency in the third quarter. Once the grace periods end in the fourth quarter of 2005 and the first quarter of 2006, we expect to see an increase in lapsed policies. Furthermore, a large portion of our business in the affected areas is older cancer business. As a result, we expect that the reserve release will exceed the associated deferred acquisition costs write-off resulting in a net increase to net earnings.

Aflac U.S. Sales

     Aflac U.S. produced strong sales results in the third quarter. Although Hurricanes Katrina and Rita held back sales growth during September, total new annualized premium sales still rose 10.0% the third quarter. For the first nine months of the year, total new sales were up 5.6%. The following table presents Aflac's U.S. total new annualized premium sales for the periods ended September 30.

	Three Months						Nine Months
(In millions)	2005			2004			2005			2004
Total new annualized premium sales	$	297		$	270		$	890		$	843
Increase over comparable period in prior year		10.0	%		2.7	%		5.6	%		7.6	%

     Our objective for 2005 is to increase total new annualized premium sales by 3% to 8%.

     One aspect of our growth strategy is the continued enhancement of our product line. Based on consumer feedback, we revised our dental product in November 2004. We introduced Vision Now, our innovative vision care product, in July and third quarter sales were more than $8 million, which exceeded our expectations. The following table details the contributions to total new annualized premium sales by major product category for the periods ended September 30.

		Three Months					Nine Months
			2005		2004			2005		2004
Accident/disability coverage			51	%	52	%		52	%	52	%
Cancer expense insurance			17		19			18		19
Hospital indemnity products			11		11			11		11
Fixed-benefit dental coverage			8		7			8		7
Other			13		11			11		11
	Total		100	%	100	%		100	%	100	%

34

     Recruitment of new sales associates slowed compared with the first half of the year. We recruited more than 5,700 new associates during the third quarter, which was 2.5% higher than the third quarter of 2004. We believe recruitment in the quarter was impacted in part by the rollouts of our new vision and hospital indemnity products and the introduction of new training programs. However, new agent recruitment through the first nine months of the year rose 8.2% to nearly 19,000 new sales associates, which is consistent with our expectation of a 5% to 10% increase for the year. At the end of the third quarter, Aflac U.S. was represented by nearly 62,000 licensed sales associates, or 5.3% higher than a year ago. We believe we will see improved sales momentum in the fourth quarter and into next year due in part to the continued expansion of our sales force. We also believe we can improve retention and productivity of sales associates as we continue to focus on recently adopted training initiatives and introduce new training programs. Ultimately, we believe these actions will lead to better recruiting and faster sales growth in the United States.

Aflac U.S. Investments

     The following table compares the results of Aflac's U.S. investment activities during and for the periods ended September 30.

	Three Months					Nine Months
		2005		2004			2005		2004
New money yield		6.22	%	6.33	%		6.11	%	6.34	%
Return on average invested assets, net of
investment expenses		6.90		6.95			6.46		7.02
Portfolio yield, end of period							7.25	%	7.45	%

     See Investments and Cash on page 38 for additional information.

Analysis of Financial Condition

     Our financial condition has remained strong in the functional currencies of our operations during the last two years. The yen/dollar exchange rate at the end of each period is used to translate yen-denominated balance sheet items to U.S. dollars for reporting purposes. The exchange rate at September 30, 2005, was 113.19 yen to one U.S. dollar, or 7.9% weaker than the December 31, 2004, exchange rate of 104.21. The weaker yen decreased reported investments and cash by $3.4 billion, total assets by $3.8 billion, and total liabilities by $3.7 billion, compared with the amounts that would have been reported for the third quarter of 2005 if the exchange rate had remained unchanged from December 31, 2004.

Market Risks of Financial Instruments

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

35

Currency Risk

     The functional currency of Aflac Japan's insurance operation is the Japanese yen. All of Aflac Japan's premiums, claims and commissions are received or paid in yen, as are most of its investment income and other expenses. Furthermore, most of Aflac Japan's investments, cash and liabilities are yen-denominated. When yen-denominated securities mature or are sold, the proceeds are generally reinvested in yen-denominated securities. Aflac Japan holds these yen-denominated assets to fund its yen-denominated policy obligations. In addition, Aflac Incorporated has yen-denominated notes payable and cross-currency swaps related to its dollar-denominated senior notes.

     Although we generally do not convert yen into dollars, we do translate financial statement amounts from yen into dollars for financial reporting purposes. Therefore, reported amounts are affected by foreign currency fluctuations. We report unrealized foreign currency translation gains and losses in accumulated other comprehensive income.

     On a consolidated basis, we attempt to minimize the exposure of our shareholders' equity to foreign currency translation fluctuations. We accomplish this by investing a portion of Aflac Japan's investment portfolio in dollar-denominated securities, by the Parent Company's issuance of yen-denominated debt and by the use of cross-currency swaps (see Hedging Activities on page 46 for additional information). As a result, the effect of currency fluctuations on our net assets is mitigated. At September 30, 2005, consolidated yen-denominated net assets subject to foreign currency fluctuation were $791 million. At September 30, 2005, Aflac Japan's yen-denominated net assets were $2.3 billion and Aflac Incorporated's yen-denominated net liabilities were $1.5 billion. The following table demonstrates the effect of foreign currency fluctuations by presenting the dollar values of our yen-denominated assets and liabilities and our consolidated yen-denominated net asset exposure at selected exchange rates.

36

Dollar Value of Yen-Denominated Assets and Liabilities
At Selected Exchange Rates
September 30, 2005
(In millions)
Yen/dollar exchange rates						98.19			113.19	*		128.19
Yen-denominated financial instruments:
	Assets:
		Securities available for sale:
			Fixed maturities		$	21,881		$	18,981		$	16,760
			Perpetual debentures			4,055			3,518			3,106
			Equity securities			64			55			49
		Securities held to maturity:
			Fixed maturities			13,166			11,421			10,085
			Perpetual debentures			5,025			4,359			3,849
		Cash and cash equivalents				1,013			879			776
		Other financial instruments				9			8			7
				Subtotal		45,213			39,221			34,632
	Liabilities:
		Notes payable				1,441			1,250			1,104
		Cross-currency swaps				566			491			434
		Japanese policyholder protection fund				243			211			186
				Subtotal		2,250			1,952			1,724
Net yen-denominated financial instruments						42,963			37,269			32,908
Other yen-denominated assets						5,639			4,892			4,319
Other yen-denominated liabilities						(47,690	)		(41,370	)		(36,529	)
Consolidated yen-denominated net assets
subject to foreign currency fluctuation					$	912		$	791		$	698
*Actual September 30, 2005, exchange rate

     We are exposed to economic currency risk only when yen funds are actually converted into dollars. This primarily occurs when we transfer funds from Aflac Japan to Aflac U.S., which is done annually. The exchange rates prevailing at the time of transfer will differ from the exchange rates prevailing at the time the yen profits were earned. These repatriations have not been greater than 80% of Aflac Japan's prior year FSA-based earnings. A portion of the repatriation may be used to service Aflac Incorporated's yen-denominated notes payable with the remainder converted into dollars.

Interest Rate Risk

     Our primary interest rate exposure is to the effect of changes in interest rates on the fair value of our investments in debt securities. We use modified duration analysis, which measures price percentage volatility, to estimate the sensitivity of fair values to interest rate changes on debt securities we own. For example, if the current duration of a debt security is 10, then the fair value of that security will increase by approximately 10% if market interest rates decrease by 100 basis points, assuming all other factors remain constant. Likewise, the fair value of the debt security will decrease by approximately 10% if market interest rates increase by 100 basis points, assuming all other factors remain constant.

37

     At September 30, 2005, we had $3.2 billion of net unrealized gains on total debt securities. We estimate that the reduction in the fair value of debt securities we own resulting from a 100 basis point increase in market interest rates would be approximately $4.9 billion, based on our portfolio as of September 30, 2005. The effect on yen-denominated debt securities is approximately $4.0 billion and the effect on dollar-denominated debt securities is approximately $814 million.

     Changes in the interest rate environment have contributed to the unrealized gains on debt securities we own. However, we do not expect to realize a majority of these unrealized gains because we have the ability to hold these securities to maturity. Should significant amounts of unrealized losses occur because of increases in market yields, we likewise would not expect to realize these losses because we have the ability to hold such securities to maturity.

     We attempt to match the duration of our assets with the duration of our liabilities. For Aflac Japan, the duration of policy benefits and related expenses to be paid in future years is longer than that of the related invested assets due to the unavailability of acceptable long-duration yen-denominated securities. Currently, when debt securities we own mature, the proceeds may be reinvested at a yield below that of the interest required for the accretion of policy benefit liabilities on policies issued in earlier years. Also, our strategy of developing and marketing riders to our older policies has helped offset the negative investment spread. And despite negative investment spreads, adequate overall profit margins still exist in Aflac Japan's aggregate block of business because of profits that have emerged from changes in mix of business and favorable experience from mortality, morbidity and expenses.

Investments and Cash

     Our investment philosophy is to maximize investment income while emphasizing liquidity, safety and quality. Our investment objective, subject to appropriate risk constraints, is to fund policyholder obligations and other liabilities in a manner that enhances shareholders' equity. We seek to meet this objective through a diversified portfolio of fixed-income investments that reflects the characteristics of the liabilities it supports.

     Aflac invests primarily within the debt securities markets. Our investment activities expose us to credit risk, which is a consequence of extending credit and/or carrying investment positions. However, we continue to adhere to prudent standards for credit quality. We accomplish this by considering our product needs and the overall corporate objectives, in addition to credit risk. Our investment policy requires that all securities be rated investment grade at the time of purchase. In evaluating the initial rating, we look at the overall senior issuer rating, the explicit rating for the actual issue or the rating for the security class, and, where applicable, the appropriate designation from the Securities Valuation Office (SVO) of the National Association of Insurance Commissioners (NAIC). In addition, we perform extensive internal credit reviews to ensure that we are consistent in applying rating criteria for all of our securities. The following table details investment securities by segment.

38

Investment Securities by Segment
					Aflac Japan						Aflac U.S.
			September 30,			December 31,			September 30,				December 31,
(In millions)					2005		2004				2005			2004
Securities available for sale,
at fair value:
	Fixed maturities			$	21,901		$	23,485		$		6,088		$	5,681
	Perpetual debentures				3,743			3,580				392			439
	Equity securities				55			47				29			30
		Total available for sale			25,699			27,112				6,509			6,150
Securities held to maturity, at
amortized cost:
	Fixed maturities				11,421			10,064				17			16
	Perpetual debentures				4,359			4,759				-			-
		Total held to maturity			15,780			14,823				17			16
		Total investment securities		$	41,479		$	41,935		$		6,526		$	6,166

     The decrease in investments during the first nine months of 2005 reflected a weaker yen/dollar exchange rate, partially offset by the substantial cash flows in the functional currencies of our operations. See Capital Resources and Liquidity on page 46 for additional information.

     We have investments in both publicly issued and privately issued securities. However, the status of issuance should not be viewed as an indicator of liquidity or as a limitation on the determination of fair value. The outstanding amount of a particular issuance, as well as the level of activity in a particular issuance and the state of the market, including credit events and the interest rate environment, affect liquidity regardless of type of issuance. We routinely assess the fair value of all of our investments. This process includes evaluating quotations provided by outside securities pricing sources and/or compiled using data provided by external debt and equity market sources, as described more fully in Note 3 of the Notes to the Consolidated Financial Statements included in our annual report to shareholders for the year ended December 31, 2004. The following table details investment securities by type of issuance.

Investment Securities by Type of Issuance
					September 30, 2005					December 31, 2004
				Amortized			Fair		Amortized			Fair
(In millions)				Cost			Value		Cost			Value
Publicly issued securities:
	Fixed maturities			$		14,748	$	16,630	$		15,737	$	18,122
	Perpetual debentures					119		129			109		120
	Equity securities					13		54			15		54
		Total publicly issued				14,880		16,813			15,861		18,296
Privately issued securities:
	Fixed maturities					22,021		23,094			20,481		21,566
	Perpetual debentures					8,261		8,503			8,602		8,823
	Equity securities					18		30			19		23
		Total privately issued				30,300		31,627			29,102		30,412
			Total investment securities	$		45,180	$	48,440	$		44,963	$	48,708

39

     Total privately issued securities accounted for 67.1%, at amortized cost, of total debt securities as of September 30, 2005, compared with 64.7% at December 31, 2004. Privately issued securities held by Aflac Japan at amortized cost accounted for $28.2 billion, or 62.4%, of total debt securities at September 30, 2005 and $27.0 billion, or 60.1%, of total debt securities at December 31, 2004. Reverse-dual currency debt securities accounted for $8.3 billion, or 27.5%, of total privately issued securities as of September 30, 2005, compared with $7.8 billion, or 26.8%, of total privately issued securities as of December 31, 2004. Aflac Japan has invested in privately issued securities to secure higher yields than those available from Japanese government bonds. Aflac Japan's investments in yen-denominated privately issued securities consist primarily of non-Japanese issuers and have longer maturities, thereby allowing us to improve our asset/liability matching and our overall investment returns. Most of our privately issued securities were issued under medium-term note programs and have standard documentation commensurate with credit ratings, except when internal credit analysis indicates that additional protective and/or event-risk covenants are required.

     We use specific criteria to judge the credit quality of both existing and prospective investments. Furthermore, we use several methods to monitor these criteria, including credit rating services and internal credit analysis. All of our securities have ratings from either a nationally recognized security rating organization or the SVO of the NAIC. The percentage distribution by credit rating of our purchases of debt securities, based on acquisition cost, was as follows:

	Nine Months Ended		Twelve Months Ended		Nine Months Ended
	September 30, 2005		December 31, 2004		September 30, 2004
AAA	7.9	%	9.1	%	11.0	%
AA	35.1		41.2		32.0
A	49.1		36.7		39.6
BBB	7.9		13.0		17.4
	100.0	%	100.0	%	100.0	%

     The percentage distribution of debt securities we own by credit rating, at amortized cost and fair value, was as follows:

		September 30, 2005				December 31, 2004
		Amortized		Fair		Amortized		Fair
		Cost		Value		Cost		Value
AAA		4.0	%	4.0	%	3.5	%	3.5	%
AA		33.1		34.3		32.7		34.3
A		37.5		37.4		36.2		36.1
BBB		23.4		22.7		25.8		24.6
BB or lower		2.0		1.6		1.8		1.5
	Total	100.0	%	100.0	%	100.0	%	100.0	%

40

     The overall credit quality of our portfolio remained high in part because our investment policy prohibits us from purchasing below-investment-grade securities. In the event of a credit rating downgrade to below-investment-grade status, we do not automatically liquidate our position. However, if the security is in the held-to-maturity portfolio, we immediately transfer it to the available-for-sale portfolio so that the security's fair value and its unrealized gain/loss are reflected on the balance sheet.

     Once we designate a security as below investment grade, we begin a more intensive monitoring of the issuer. We do not automatically recognize an impairment for the difference between fair value and carrying value. Our investment management starts by reviewing its credit analysis. Included in this process are an evaluation of the issuer, its current credit posture and an assessment of the future prospects for the company. We then obtain fair value information from at least three independent pricing sources. Upon determining the fair value, we move our focus to an analysis of whether or not the decline in fair value, if any, is other than temporary. For securities with a carrying value in excess of fair value, investment management then reviews the issue based on our impairment policy to determine if the investment should be impaired and/or liquidated. The assessment of whether a decline is other than temporary requires significant management judgment and is discussed more fully in the Critical Accounting Estimates section of MD&A in our annual report to shareholders for the year ended December 31, 2004. Securities classified as below investment grade were as follows:

Below-Investment-Grade Securities
			September 30, 2005					December 31, 2004
		Amortized			Fair			Amortized		Fair
(In millions)		Cost			Value			Cost		Value
Ahold Finance		$		314		$	247	$	338	$	300
KLM Royal Dutch Airlines				265			235		288		239
Ford Motor Company				123			100		-		-
Toys R Us Japan				88			92		96		108
LeGrand				46			52		46		51
General Motors				32			25		-		-
Tennessee Gas Pipeline				30			33		31		33
Ikon Inc.*				-			-		8		9
	Total	$		898		$	784	$	807	$	740
*Security sold during 2005

     Occasionally a debt security will be split-rated. This occurs when one rating agency rates the security as investment grade while another rating agency rates the same security as below investment grade. Our policy is to review each issue on a case-by-case basis to determine if a split-rated security should be classified as investment grade or below investment grade. Our review includes evaluating the SVO designation as well as current market pricing and other factors, such as the issuer's or security's inclusion on a credit rating downgrade watch list. Split-rated securities as of September 30, 2005, represented .7% of total debt securities at amortized cost and were as follows:

41

Split-Rated Securities
		Amortized		Moody's	S&P	SVO	Investment Grade
(In millions)		Cost		Rating	Rating	Class	Status
Ford Motor Credit	$		265	Baa3	BB+	2	Investment Grade
Tyco Electronics AMP
(AMP Japan)			53	Ba1	BBB+	2	Investment Grade
Union Carbide Corp.			15	B1	BBB-	2FE	Investment Grade

     The following table provides details on amortized cost, fair value and unrealized gains and losses for our investments in debt securities by investment-grade status as of September 30, 2005.

			Total		Total		Percent		Gross		Gross
			Amortized		Fair		of Fair		Unrealized		Unrealized
(In millions)			Cost		Value		Value		Gains		Losses
Available-for-sale securities:
	Investment-grade securities		$	28,454	$	31,340	64.8	%	$	3,173	$	287
	Below-investment-grade securities			898		784	1.6			15		129
Held-to-maturity securities:
	Investment-grade securities			15,797		16,232	33.6			813		378
		Total	$	45,149	$	48,356	100.0	%	$	4,001	$	794

     The following table presents an aging of securities in an unrealized loss position as of September 30, 2005.

Aging of Unrealized Losses
											Six months
			Total		Total		Less than six months				to 12 months					Over 12 months
			Amortized		Unrealized		Amortized		Unrealized		Amortized		Unrealized		Amortized		Unrealized
(In millions)			Cost		Loss		Cost		Loss		Cost		Loss		Cost		Loss
Available-for-sale
securities:
	Investment-grade
	securities		$	6,230	$	287	$	4,283	$	122	$	606	$	53	$	1,341	$	112
	Below-investment-
	grade securities			702		129		5		-		138		27		559		102
Held-to-maturity
securities:
	Investment-grade
	securities			6,693		378		3,437		87		1,308		106		1,948		185
		Total	$	13,625	$	794	$	7,725	$	209	$	2,052	$	186	$	3,848	$	399

42

     The following table presents a distribution of unrealized losses by magnitude as of September 30, 2005.

Percentage Decline from Amortized Cost
							Percentage of Decline
		Total		Total			Less than 20%				20% to 30%
		Amortized		Unrealized		Amortized		Unrealized		Amortized		Unrealized
(In millions)		Cost		Loss		Cost		Loss		Cost		Loss
Available-for-sale securities:
	Investment-grade securities	$	6,230	$	287	$	6,168	$	273	$	62	$	14
	Below-investment-
	grade securities		702		129		326		38		376		91
Held-to-maturity securities:
	Investment-grade securities		6,693		378		6,516		342		177		36
	Total	$	13,625	$	794	$	13,010	$	653	$	615	$	141

     The following table presents the 10 largest unrealized loss positions in our portfolio as of September 30, 2005.

	Credit	Amortized		Fair		Unrealized
(In millions)	Ratings	Cost		Value		Loss
Ahold Finance	BB	$	314	$	247	$	67
Ford Motor	BBB/BB		388		345		43
KBC Groupe SA	A		240		208		32
KLM Royal Dutch Airlines	B		265		235		30
National Bank of Greece (NBG Finance)	A		265		242		23
EFG Eurobank Ergasias	A		265		242		23
Royal Bank of Scotland	AA		280		259		21
BAWAG	BBB		124		103		21
United Mexican States	BBB		397		376		21
SLM Corp	A		282		262		20

     The fair value of our investments in debt securities can fluctuate greatly as a result of changes in interest rates and foreign currency exchange rates. We believe that the declines in fair value noted above primarily resulted from changes in the interest rate and foreign currency environments rather than credit issues. Therefore, we believe that it would be inappropriate to recognize impairment charges for changes in fair value that we believe are temporary.

     Based on our evaluation and analysis of specific issuers in accordance with our impairment policy, impairment charges recognized during the nine-month periods ended September 30, 2005, and 2004, were immaterial.

43

     Realized losses on debt securities by investment-grade status were as follows for the three- and nine-month periods ended September 30, 2005. There were no disposals of below-investment-grade securities which resulted in losses during the first nine months of 2005.

Realized Losses on Debt Securities
				Three Months Ended				Nine Months Ended
				September 30, 2005				September 30, 2005
						Realized				Realized
(In millions)				Proceeds		Loss		Proceeds		Loss
Investment-grade securities, length of
	consecutive unrealized loss:
		Less than six months		$	79	$	2	$	183	$	3
		Six months to 12 months			16		1		32		2
		Over 12 months			8		-		121		5
			Total	$	103	$	3	$	336		10

     As part of our investment activities, we have investments in variable interest entities (VIEs) and special purpose entities (SPEs). See Note 3 of the Notes to the Consolidated Financial Statements for additional information.

     Cash, cash equivalents, and short-term investments totaled $1.9 billion, or 3.7% of total investments and cash, as of September 30, 2005, compared with $3.8 billion, or 7.3% at December 31, 2004. The decrease in cash, compared with December 31, 2004, was due to the return of cash collateral ($2.6 billion) attributed to a higher level of loaned securities at year-end. Mortgage loans on real estate and other long-term investments remained immaterial at both September 30, 2005, and December 31, 2004.

Deferred Policy Acquisition Costs

     The following table presents deferred policy acquisition costs by segment.

(In millions)	September 30, 2005			December 31, 2004
Aflac Japan	$	3,712	$		3,812
Aflac U.S.		1,909			1,783

     Aflac Japan's deferred policy acquisition costs decreased $100 million, or 2.6% (5.8% increase in yen) for the nine months ended September 30, 2005. The weaker yen at September 30, 2005, decreased reported deferred policy acquisition costs by $320 million. The decrease in Aflac Japan's deferred policy acquisition costs was the result of a weaker yen, partially offset by deferred costs associated with new annualized premium sales. Deferred policy acquisition costs of Aflac U.S. increased $126 million, or 7.1% during the first nine months of 2005.

44

Policy Liabilities

     The following table presents policy liabilities by segment.

(In millions)	September 30, 2005			December 31, 2004
Aflac Japan	$	38,469	$		39,356
Aflac U.S.		4,628			4,198

     Aflac Japan's policy liabilities decreased $887 million, or 2.3% (6.2% increase in yen) for the nine months ended September 30, 2005. The weaker yen at September 30, 2005, decreased reported policy liabilities by $3.3 billion. The decrease in Aflac Japan's policy liabilities reflected a weaker yen, partially offset by the growth and aging of our in-force business. Policy liabilities of Aflac U.S. increased $430 million, or 10.2% for the nine months ended September 30, 2005.

Notes Payable

     Notes payable totaled $1.7 billion at September 30, 2005, and $1.4 billion at December 31, 2004. The ratio of debt to total capitalization (debt plus shareholders' equity, excluding the unrealized gains and losses on investment securities) was 22.6% as of September 30, 2005, compared with 21.7% as of December 31, 2004. In October 2005, we paid in full the maturing 1.55% Samurai notes. If these notes had been paid off at September 30, 2005, our debt to total capitalization ratio would have been 19.7%. See Note 5 of the Notes to the Consolidated Financial Statements for additional information on notes payable at September 30, 2005.

Off Balance Sheet Arrangements

     As of September 30, 2005, we had no material unconditional purchase obligations that were not recorded on the balance sheet. Additionally, we had no material letters of credit, standby letters of credit, guarantees or standby repurchase obligations.

Security Lending

     We use short-term security lending arrangements to increase investment income with minimal risk. For further information regarding such arrangements, see Note 3 of the Notes to the Consolidated Financial Statements.

Benefit Plans

     Aflac U.S. and Aflac Japan have various benefit plans. For additional information on our U.S. and Japanese plans, see Note 8 of the Notes to the Consolidated Financial Statements and Note 10 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2004.

45

State Guaranty Associations and Policyholder Protection Fund

     The U.S. and Japanese insurance industries each have policyholder protection systems that provide funds for the policyholders of insolvent insurers. See the State Guaranty Associations and Policyholder Protection Fund section of MD&A in our annual report to shareholders for the year ended December 31, 2004, for additional information.

Hedging Activities

     Aflac has limited hedging activities. Our primary exposure to be hedged is our investment in Aflac Japan, which is affected by changes in the yen/dollar exchange rate. In order to mitigate this exposure, we have taken the following courses of action. First, Aflac Japan owns dollar-denominated securities, which serve as an economic currency hedge of a portion of our investment in Aflac Japan. Second, we have designated a portion of the Parent Company's yen-denominated liabilities (Samurai notes payable and cross-currency swaps) as a hedge of our investment in Aflac Japan. If the total of these yen-denominated liabilities is equal to or less than our net investment in Aflac Japan, the hedge is deemed to be effective and the related exchange effect is reported in the unrealized foreign currency component of other comprehensive income. Should these yen-denominated liabilities exceed our investment in Aflac Japan, the portion of the hedge that exceeds our investment in Aflac Japan would be deemed ineffective. As required by SFAS 133, we would then recognize the foreign exchange effect on the ineffective portion in net earnings (other income). We estimate that if the ineffective portion was $100 million, we would report a foreign exchange gain/loss of approximately $1 million for every one yen weakening/strengthening in the end-of-period yen/dollar exchange rate. At September 30, 2005, and December 31, 2004, our hedge was effective with yen-denominated assets exceeding yen-denominated liabilities by 89.9 billion yen and 76.6 billion yen, respectively. The increase in our yen-denominated net asset position is primarily a result of an increased net asset position that we chose not to hedge.

Capital Resources and Liquidity

     Aflac provides the primary sources of liquidity to the Parent Company through dividends and management fees. Aflac declared dividends to the Parent Company in the amount of $526 million in the first nine months of 2005, compared with $445 million for the same period in 2004. During the first nine months of 2005, Aflac paid $56 million to the Parent Company for management fees, compared with $25 million for the same period of 2004. The increase in management fees in 2005 resulted from the previously discussed change in the allocation of expenses under the management fee agreement between Aflac and the Parent Company. The primary uses of cash by the Parent Company are shareholder dividends and our share repurchase program. The Parent Company's sources and uses of cash are reasonably predictable and are not expected to change materially in the future.

46

     The Parent Company also accesses debt security markets to provide additional sources of capital. Capital is primarily used to fund business expansion, capital expenditures and our share repurchase program. In 2003, we filed a Shelf Registration Statement with Japanese regulatory authorities to issue up to 100 billion yen (approximately $883 million using the September 30, 2005 exchange rate) of Samurai notes in Japan. In July 2005, we issued 40 billion yen of these securities with a coupon of .71% and a five-year maturity. These securities are not available to U.S. persons or entities. If issued, the remaining 60 billion yen of the 2003 Shelf Registration will not be available to U.S. persons or entities. For additional information, see Note 5 of the Notes to the Consolidated Financial Statements. We believe outside sources for additional debt and equity capital, if needed, will continue to be available.

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

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

     In general, our insurance products provide fixed-benefit amounts that are not subject to medical-cost inflation. Furthermore, our business is widely dispersed in both the United States and Japan. This geographic dispersion and the nature of our benefit structure mitigate the risk of a significant unexpected increase in claims payments due to epidemics and events of a catastrophic nature. Additionally, our insurance policies generally are not interest-sensitive and therefore are not subject to unexpected policyholder redemptions due to investment yield changes. As a result of policyholder aging, claims payments are expected to gradually increase over the life of a policy. Therefore, future policy benefit reserves are accumulated in the early years of a policy and are designed to help fund future claims payments. We expect our future cash flows from premiums and our investment portfolio to be sufficient to meet our cash needs for benefits and expenses.

Consolidated Cash Flows

     We translate cash flows for Aflac Japan's yen-denominated items into U.S. dollars using weighted-average exchange rates. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported. The following table summarizes consolidated cash flows by activity for the nine months ended September 30.

47

Consolidated Cash Flows by Activity
(In millions)			2005			2004
Operating activities		$	3,464		$	3,530
Investing activities			(5,511	)		(2,950	)
Financing activities			146			(215	)
Exchange effect on cash and cash equivalents			(50	)		(29	)
	Net change in cash and cash equivalents	$	(1,951	)	$	336

Operating Activities

     In the first nine months of 2005, consolidated cash flow from operations decreased 1.9%, compared with the first nine months of 2004. Net cash flow from operations other than Japan increased 2.1% in the nine-month period ended September 30, 2005, to $646 million, compared with $633 million for the nine months ended September 30, 2004. For the nine months ended September 30, 2005, net cash flow from operations for Aflac Japan decreased 2.8% (3.2% decrease in yen) to $2.8 billion, compared with $2.9 billion for the nine months ended September 30, 2004.

Investing Activities

     Operating cash flow is primarily used to purchase debt securities to meet future policy obligations. As a result of the return of the cash collateral from securities lending activities of Aflac U.S. at the end of 2004 (approximately $2.6 billion), consolidated cash flow used by investing activities was $5.5 billion in the first nine months of 2005, compared with $3.0 billion in the first nine months of 2004. Aflac Japan had cash outflows from investing activities of $2.5 billion in the first nine months of 2005, compared with cash outflows of $2.7 billion for the same period of 2004. Aflac U.S. had net cash outflows of $3.0 billion in the first nine months of 2005, compared with net outflows of $250 million a year ago.

     Prudent portfolio management dictates that we attempt to match the duration of our assets with the duration of our liabilities. For Aflac Japan, the duration of policy benefits and related expenses to be paid in future years is longer than that of the related invested assets due to the unavailability of acceptable long-duration yen-denominated securities. Currently, when debt securities we own mature, the proceeds may be reinvested at a yield below that required for the accretion of policy benefit liabilities on policies issued in earlier years. However, the long-term nature of our business and our strong cash flows provides us with the ability to minimize the effect of mismatched durations and/or yields identified by various asset adequacy analyses. When market opportunities arise, we dispose of selected debt securities that are available for sale to improve the duration matching of our assets and liabilities and/or improve future investment yields. As a result, dispositions before maturity can vary significantly from year to year. Dispositions before maturity were approximately 6% of the year-to-date average investment portfolio of debt securities available for sale during the nine-month period ended September 30, 2005, compared with approximately 4% for the same period in 2004. The increase in dispositions before maturity primarily resulted from the bond swap program that we began in the third quarter of 2005. During the third quarter, we purchased 114.3 billion yen (approximately $1.0 billion) and disposed of 131.1 billion yen (approximately $1.2 billion) in connection with this bond swap program.

48

Financing Activities

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

(In millions of dollars and thousands of shares)		2005		2004
Treasury stock purchases	$	317	$	278
Shares purchased		7,738		6,973
Stock issued from treasury	$	39	$	33
Shares issued		3,176		2,284

     Dividends to shareholders in the first nine months of 2005 of $.33 per share increased 15.8% over the same period of 2004. The following table presents the sources of dividends paid to shareholders for the nine-month periods ended September 30.

(In millions)		2005		2004
Dividends paid in cash		$	158	$	137
Dividends through issuance of treasury shares			8		8
	Total dividends to shareholders	$	166	$	145

Regulatory Restrictions

     Aflac is domiciled in Nebraska and is subject to its regulations. In addition to limitations and restrictions imposed by U.S. insurance regulators, Japan's FSA may not allow transfers of funds from Aflac Japan if the transfers would cause Aflac Japan to lack sufficient financial strength for the protection of policyholders.

     Payments are made from Aflac Japan to the Parent Company for management fees and to Aflac U.S. for allocated expenses and remittances of earnings. During the first nine months of 2005, Aflac Japan paid $22 million to the Parent Company for management fees, compared with $18 million for the same period in 2004. Expenses allocated to Aflac Japan were $21 million for the nine-month period ended September 30, 2005, compared with $18 million a year ago. During the first nine months of 2005, Aflac Japan remitted profits of $374 million (41.2 billion yen) to Aflac U.S., compared with $220 million (23.9 billion yen) for the same period of 2004. Profits remitted in 2004 were lower primarily as a result of realized investment losses recognized in 2003. For additional information on regulatory restrictions on dividends, profit transfers and other remittances, see Note 9 of the Notes to the Consolidated Financial Statements and the Regulatory Restrictions section of MD&A, both in our annual report to shareholders for the year ended December 31, 2004.

Rating Agencies

     Aflac is rated AA by both Standard & Poor's and Fitch Ratings and Aa2 (Excellent) by Moody's for financial strength. A.M. Best assigned Aflac an A+ (Superior) rating for financial strength and operating performance. Aflac Incorporated's senior debt and Samurai notes are rated A by Standard & Poor's, A+ by Fitch Ratings, and A2 by Moody's.

49

Other

     In October 2005, the board of directors declared the fourth quarter cash dividend of $.11 per share. The dividend is payable on December 1, 2005, to shareholders of record at the close of business on November 18, 2005. In 2004, the board of directors authorized the purchase of up to 30 million shares of our common stock. As of September 30, 2005, approximately 19 million shares were available for purchase under our share repurchase program.

     For information regarding commitments and contingent liabilities, see Note 9 of the Notes to the Consolidated Financial Statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

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

Internal Control Over Financial Reporting

     (c)  Changes in Internal Control Over Financial Reporting.

     There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third fiscal quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

50

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

     We are a defendant in various lawsuits considered to be in the normal course of business. Some of this litigation is pending in states where large punitive damages bearing little relation to the actual damages sustained by plaintiffs have been awarded against other companies, including insurers, in recent years. Although the final results of any litigation cannot be predicted with certainty, we believe the outcome of pending litigation will not have a material adverse effect on our financial position, results of operations, or cash flows.

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

     During the third quarter of 2005, we repurchased shares of Aflac stock as follows:

Issuer Purchases of Equity Securities
						(c) Total		(d) Maximum
						Number		Number of
						of Shares		Shares that
						Purchased		May Yet Be
		(a) Total				as Part of		Purchased
		Number of		(b) Average		Announced		Under the
		Shares		Price Paid		Plans or		Plans or
Period		Purchased		Per Share		Programs		Programs
July 1 - July 31		-	$		-		-		21,327,463
August 1 - August 31		2,000,000		44.02			2,000,000		19,327,463
September 1 - September 30		-		-			-		19,327,463
	Total	2,000,000	$		44.02		2,000,000		19,327,463
The remaining 19,327,463 shares relate to a repurchase authorization approved by the board and announced in February 2004.

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Item 6. Exhibits.

(a)  Exhibits:
	11.0	-	Statement regarding the computation of per-share earnings for the Registrant.
	12.0	-	Statement regarding the computation of ratio of earnings to fixed charges for the Registrant.
	15.0	-	Letter from KPMG LLP regarding unaudited interim financial information.
	31.1	-	Certification of CEO dated November 8, 2005, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
	31.2	-	Certification of CFO dated November 8, 2005, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
	32.0	-	Certification of CEO and CFO dated November 8, 2005, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

		Aflac Incorporated
November 8, 2005	President, Treasurer and	/s/ Kriss Cloninger III
	Chief Financial Officer	(Kriss Cloninger III)
November 8, 2005	Senior Vice President,	/s/ Ralph A. Rogers Jr.
	Financial Services; Chief	(Ralph A. Rogers Jr.)
	Accounting Officer

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Exhibit Index

11.0	-	Statement regarding the computation of per-share earnings for the Registrant.
12.0	-	Statement regarding the computation of ratio of earnings to fixed charges for the Registrant.
15.0	-	Letter from KPMG LLP regarding unaudited interim financial information.
31.1	-	Certification of CEO dated November 8, 2005, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2	-	Certification of CFO dated November 8, 2005, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.0	-	Certification of CEO and CFO dated November 8, 2005, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

54