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     We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). This report includes certain forward-looking information that is based on current expectations and is subject to a number of risks and uncertainties. For details on forward-looking information, see Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), Part II, Item 7, of this report, which is incorporated by reference.

     Aflac Incorporated qualifies as an accelerated filer within the meaning of Exchange Act Rule 12b-2. Our Internet address is aflac.com. We make available, free of charge on our Web site, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto as soon as reasonably practicable after those forms have been electronically filed with or furnished to the Securities and Exchange Commission.

     Aflac Incorporated was incorporated in 1973 under the laws of the state of Georgia. Aflac Incorporated (the Parent Company) is a general business holding company and acts as a management company, overseeing the operations of its subsidiaries by providing management services and making capital available. Its principal business is supplemental health and life insurance, which 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.

     We believe Aflac is the world's leading writer of individually-issued policies marketed at worksites. We continue to diversify our product offerings in both Japan and the United States. Aflac Japan sells cancer plans, care plans, general medical expense plans, medical/sickness riders to our cancer plan, a living benefit life plan, ordinary life insurance plans and annuities. Aflac U.S. sells cancer plans and various types of health insurance, including accident and disability, fixed-benefit dental, personal sickness and hospital indemnity, hospital intensive care, long-term care, ordinary life, and short-term disability plans.

     We are authorized to conduct insurance business in all 50 states, the District of Columbia, several U.S. territories and Japan. Aflac Japan accounted for 75% of the Company's total revenues in 2004, 74% in 2003 and 75% in 2002. The percentage of total assets attributable to Aflac Japan was 80% at December 31, 2004, compared with 84% a year ago.

     For information on our results of operations and financial information by segment, see MD&A, which is incorporated herein by reference.

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     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 income statement from yen into dollars using an average exchange rate for the reporting period, and we translate its balance sheet using an end-of-period exchange rate. 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, fluctuations in the yen/dollar exchange rate can have a significant effect on our reported results. In years when the yen weakens, translating yen into dollars causes fewer dollars to be reported. When the yen strengthens, translating yen into dollars causes more dollars to be reported. Consequently, yen weakening has the effect of suppressing current year results in relation to the comparable prior year, while yen strengthening has the effect of magnifying current year results in relation to the comparable prior year. 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 the effect of translating yen into dollars distorts the rate of growth of our operations, management evaluates Aflac's financial performance excluding the impact of foreign currency translation.

     The yen/dollar exchange rate as of December 31, 2004, was 104.21, compared with 107.13 as of December 31, 2003. Weighted-average yen/dollar exchange rates were 108.26 in 2004, 115.95 in 2003, and 125.15 in 2002. We report currency translation adjustments in accumulated other comprehensive income and the realized currency exchange gains and losses resulting from transactions in earnings. In 2004, the effect of currency translation increased total assets by $1.2 billion, increased total liabilities by $1.2 billion and increased net earnings by $39 million.

     For further information regarding the effect of currency fluctuations on our business, see MD&A and Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report, both of which are incorporated herein by reference.

     The growth of earned premiums is directly affected by the change in premiums in force and by the change in weighted-average yen/dollar exchange rates. Consolidated earned premiums were $11.3 billion in 2004, $9.9 billion in 2003, and $8.6 billion in 2002. For additional information on the composition of earned premiums by segment, see Note 2 of the Notes to the Consolidated Financial Statements, which is incorporated by reference. The following table sets forth the changes in annualized premiums in force for Aflac's insurance business for the years ended December 31.

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     We translate Aflac Japan's annualized premiums in force into dollars at the respective end-of-period exchange rates. Changes in annualized premiums in force are translated at weighted-average exchange rates. The following table presents the changes in annualized premiums in force for Aflac Japan for the years ended December 31.

     Following several years of slight declines, our persistency improved in 2004. Total new annualized premium sales in yen were: 122.5 billion yen in 2004, up 1.1%; 121.2 billion yen in 2003, up 11.9%; and 108.3 billion yen in 2002, up 17.9%. The increases in annualized premiums in force in yen of 6.8% in 2004, 7.9% in 2003 and 6.7% in 2002 reflect the high persistency of Aflac Japan's business and the sales of new policies. For further information regarding the Japanese economy and its effect on our operations, see the Aflac Japan section of MD&A, which is incorporated herein by reference.

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     The following table sets forth the changes in annualized premiums in force for Aflac U.S. insurance for the years ended December 31.

     Annualized premiums in force grew 10.9% in 2004, 13.8% in 2003 and 19.5% in 2002. Total new annualized premium sales were: $1.2 billion in 2004, up 5.1%; $1.1 billion in 2003, up 5.4%; and $1.1 billion in 2002, up 16.4%.

     Aflac Japan's insurance products are designed to help consumers pay for medical and nonmedical costs that are not reimbursed under Japan's national health insurance system. Changes in Japan's economy and an aging population have put increasing pressure on Japan's national health care system, with more and more costs being shifted to Japanese consumers. As a result, these consumers have become increasingly interested in insurance products to help them manage these costs. Aflac Japan has responded to this interest by enhancing existing products and developing new products.

     Aflac Japan's stand-alone medical product, EVER, offers a basic level of hospitalization coverage with the most affordable premium in the industry. To further meet the needs of medical insurance buyers in Japan, we developed two new versions of EVER in 2004: EVER Half and EVER Bonus. EVER Half is a whole-life medical policy with benefits similar to the original EVER product. With EVER Half, premiums are cut in half when the policyholder reaches age 60 or 65. EVER Bonus has all of the same features of EVER Half, but also provides a bonus payment every 10 years unless the hospitalization benefit was paid for 10 or more consecutive days. In addition, EVER Bonus provides a death benefit and a cash surrender value. We began offering EVER Half and EVER Bonus in early 2005. We continue to believe that the medical category will be an important part of our product portfolio.

     In addition to expanding our medical product line in 2004, we introduced a new version of Rider Wide, which provides for benefits upon the occurrence of heart attack or stroke. We also introduced two products designed specifically for the needs of female consumers: Lady's Rider to our 21^st Century Cancer, and Lady's MAX, a combination of Lady's Rider and our popular Rider MAX product. Our Rider MAX product provides accident and medical/sickness benefits as a rider to our cancer life policy.

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     The cancer life insurance plans we offer in Japan provide a fixed daily benefit for hospitalization and outpatient services related to cancer and a lump-sum benefit upon initial diagnosis of internal cancer. The plans differ from the Aflac U.S. cancer plans in that the Japanese policies may also provide death benefits and cash surrender values.

     The life products that we offer in Japan provide death benefits and cash surrender values. These products are available as stand-alone policies and riders. We also offer care policies which provide periodic benefits to those who become bedridden, demented, or seriously disabled due to illness or accident.

     For additional information on Aflac Japan's products and composition of sales, see the Aflac Japan section of MD&A.

     We design our U.S. insurance products to provide supplemental coverage for people who already have major medical or primary insurance coverage. Our health insurance plans are guaranteed-renewable for the lifetime of the policyholder (to age 70 for short-term disability policies). We cannot cancel guaranteed-renewable coverage, but we can increase premium rates on existing policies on a uniform, nondiscriminatory basis by class of policy in response to adverse experience. Any premium rate increases are subject to state regulatory approval. We have had minimal rate increase activity in the last five years.

     Aflac U.S. offers an accident and disability policy to protect against losses resulting from accidents. The accident portion of the policy includes lump-sum benefits for accidental death, dismemberment, and specific injuries as well as fixed benefits for hospital confinement. Optional disability riders are also available. Short-term disability policies provide disability benefits with a variety of elimination period/benefit period options. The longest such benefit period offered is two years. In 2003 and 2004, we introduced revised versions of our accident and disability products throughout the United States.

     Our U.S. cancer plans are designed to provide insurance benefits for medical and nonmedical costs that are generally not reimbursed by major medical insurance. In 2003 and 2004, we also introduced a revised version of our cancer product. Benefits include a first-occurrence benefit that pays an initial amount when internal cancer is first diagnosed; a fixed amount for each day an insured is hospitalized for cancer treatment; fixed amounts for radiation, chemotherapy, and surgery; and a wellness benefit applicable toward certain diagnostic tests.

     Our sickness indemnity plan provides a fixed daily benefit for hospitalization due to sickness and fixed amounts for physician services for accident or sickness. Our hospital indemnity product provides a fixed daily benefit for hospitalization due to accident or sickness.

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     We also offer a series of fixed-benefit dental policies, providing various levels of benefits for dental procedures, including check-ups and cleanings. Plan features include a renewal guarantee, no deductible and a choice of dentist. The policies are portable and pay regardless of other insurance.

     Aflac U.S. offers term and whole-life policies sold through payroll deduction at the worksite and various term and whole-life policies on a direct basis. We also offer other health insurance products including qualified and non-qualified long-term care plans, a hospital intensive care policy, and a specified health event policy.

     For additional information on Aflac's U.S. products and composition of sales, see the Aflac U.S. section of MD&A.

     We sell our products through two primary distribution channels - affiliated corporate agencies and individual agencies. Affiliated corporate agencies are formed when companies establish subsidiary businesses to sell insurance products to their employees, suppliers and customers. These agencies help us reach employees at large worksites, including 93% of the companies listed on the Tokyo Stock Exchange. However, there has been little employment growth in large worksites following more than a decade of a struggling economy. As a result, many of our affiliated corporate agencies are using new and innovative sales techniques to reach consumers outside of their traditional markets. Affiliated corporate agencies contributed 36% of total new annualized premium sales in 2004, compared with 37% in both 2003 and 2002.

     We also sell our products through independent corporate agencies and individual agencies that are not affiliated with large companies. These individual agencies give us better access to workers at the vast number of small businesses in Japan. Agents' activities are primarily limited to insurance sales, with customer service support provided by our main office in Tokyo and 89 offices throughout Japan. Individual agencies contributed 57% of total new annualized premium sales in 2004, compared with 53% in 2003 and 52% in 2002.

     As of December 31, 2004, there were approximately 16,410 agencies in Japan with more than 71,400 licensed agents, compared with approximately 14,640 agencies and 64,900 licensed agents a year ago. We believe that new agencies will continue to be attracted to Aflac Japan's high commissions, superior products, customer service and brand image.

     We have also been utilizing our marketing alliance with Dai-ichi Mutual Life Insurance Co. (Dai-ichi Life) to improve our reach in Japan. Dai-ichi Life sold 244,400 of our cancer life policies in 2004, compared with 305,600 policies in 2003 and 359,500 policies in 2002. Contributions to total new annualized premium sales were 7% in 2004, 10% in 2003 and 11% in 2002. We believe the declines in cancer life policy sales through Dai-ichi Life are attributable to Dai-ichi Life's increased focus on the sale of its own products.

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     We also moved to strengthen Aflac Japan's relationships with banks in 2004 through the re-introduction of a fixed-annuity product. We anticipate that the banking sales channel for our principal products will be opened in 2007 at the latest. We believe that enhancing our marketing relationships with banks will put us in a strong position when the bank channel is deregulated.

     Our U.S. sales force is composed of independent sales associates who are licensed to sell accident and health insurance. Many are also licensed to sell life insurance. Most associates' efforts are directed toward selling supplemental health insurance at the worksite. The average number of U.S. associates actively producing business on a monthly basis during 2004 was 17,500, compared with 17,200 in 2003 and 15,800 in 2002.

     Associates' activities are principally limited to sales. Administrative personnel in Columbus, Georgia; Albany, New York; and Omaha, Nebraska handle policyholder service functions, including issuance of policies, premium collection, payment notices and claims. Associates are paid commissions based on first- and renewal-year premiums from their sales of insurance products. State, regional and district sales coordinators are also independent associates and are compensated by override commissions and production bonuses.

     We have concentrated on marketing our products at the worksite. This method offers policies to individuals through common media such as employment, trade and other associations. This manner of marketing is distinct from the group insurance sales approach, as our primary method of enrollment results from the individual insured being directly contacted by the sales associate. Policies are individually underwritten, with premiums generally paid by the employee. Additionally, Aflac policies are portable, meaning that individuals may retain their full insurance coverage upon separation from employment or such affiliation, generally at the same premium. A major portion of premiums on such sales are collected through payroll deduction or other forms of centralized billings. Worksite marketing enables a sales associate to reach a greater number of prospective policyholders and lowers distribution costs, compared with individually-marketed business.

     Another valuable marketing and sales tool is the flexible benefits program, or cafeteria plan, which allows an employee to pay for many of Aflac's products using pretax dollars. These programs help achieve increased penetration, as any products in the program must be presented to all eligible employees in a payroll account.

     During 2003, and at the start of 2004, we took several steps to enhance our distribution system by expanding the field management network that supports our sales force. For further information regarding changes in our U.S. distribution system, see the Aflac U.S. Sales section of MD&A, which is incorporated herein by reference.

     In 2004, Aflac U.S. collected premiums were $2.9 billion, 8.0% of which was collected in Texas, 7.0% in Florida and 6.3% in California. Collected premiums in all other states were individually less than 5% of Aflac U.S. premiums.

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     In 1974, Aflac became the second foreign (non-Japanese) life insurance company to gain direct access to the Japanese insurance market by obtaining an operating license. Through 1981, we were the only company in Japan authorized to sell a cancer life insurance policy. In January 2001, Japan's insurance market was deregulated, and we experienced an increase in the number of companies selling products that compete with our policies. However, based on our growth of premiums in force, producing agents, and customer accounts, we do not believe that our market position has been significantly impacted by increased competition as a result of deregulation. Furthermore, we believe the continued development and maintenance of operating efficiencies will allow us to offer affordable products at a better value to consumers.

     Aflac has had substantial success selling cancer life policies in Japan, with 14 million cancer life policies in force as of December 31, 2004. We believe we will remain a leading provider of cancer life insurance coverage in Japan, principally due to our experience in the market, low-cost operations, unique marketing system (see Distribution - Japan above) and product expertise developed in the United States.

     We have also experienced substantial success selling medical insurance in Japan. Other companies are now recognizing the opportunities we have seen in the market for medical insurance. As a result, many new products have surfaced from competitors. However, we have not seen any competing product that represents a better value to the consumer. Aflac Japan continued to be the number one seller of medical insurance in the life insurance industry in terms of policy sales throughout the year.

     There are approximately 2,000 life insurance companies operating in the United States. We compete against several insurers on a national basis plus other insurers regionally. We believe that our policies and premium rates as well as the commissions paid to our sales agents are competitive with those offered by other companies providing similar types of insurance. However, we believe that our U.S. business is distinct from our competitors because of our product focus, distribution system, and name awareness. For most of the other companies that sell supplemental insurance, it represents a secondary business. For us, it is our only business and allows us to focus on exploring new product opportunities while also enhancing our existing products. By doing so, we believe we offer the best value in the market. We also believe that our growing distribution system of independent sales associates expands our business opportunities, while our advertising campaigns have increased our name awareness and branding efforts.

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     Private insurers and voluntary and cooperative plans, such as Blue Cross and Blue Shield, provide insurance for meeting hospitalization and medical expenses. Much of this insurance is sold on a group basis. The federal and state governments also pay substantial costs of medical treatment through various programs. Such major medical insurance generally covers a substantial amount of the medical expenses incurred by an insured as a result of accident and disability, cancer or other major illnesses. Aflac's policies are designed to provide coverage that supplements major medical insurance and may also be used to defray nonmedical expenses. Thus, we do not compete directly with major medical insurers. However, the scope of major medical coverage offered by other insurers does represent a potential limitation on the market for our products. Accordingly, expansion of coverage by other insurers or governmental programs could adversely affect our business opportunities. Conversely, any reduction of coverage, such as increased deductibles and copayments, by other insurers or governmental programs could favorably affect our business opportunities.

     The following presents the composition of investment securities as of December 31.

     Net investment income was $2.0 billion in 2004, $1.8 billion in 2003 and $1.6 billion in 2002. Growth of net investment income during the last three years has been impacted by low available investment yields for new money in both Japan and the United States. In particular, Japan's life insurance industry has contended with low investment yields for a number of years. Based on financial results determined in accordance with Japan's Financial Services Agency (FSA) requirements for the fiscal year ended March 31, Aflac Japan had the highest portfolio yield among all of Japan's life insurers with assets in excess of 2 trillion yen in each year of the last three years. Aflac Japan earned this distinction while maintaining a fixed maturities portfolio in which 98.3% and 97.2% of the securities were classified as investment grade as of December 31, 2004 and 2003, respectively.

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     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 Aflac's securities have ratings from either a nationally recognized security rating organization or the Securities Valuation Office (SVO) of the National Association of Insurance Commissioners (NAIC).

     For information on the composition of our investment portfolio and investment results, see the Investments and Cash section in MD&A and Notes 3 and 4 of the Notes to the Consolidated Financial Statements in this report, both of which are incorporated herein by reference.

     Yen-denominated debt securities accounted for 93% of Aflac Japan's total debt securities at both December 31, 2004, and December 31, 2003. The following table presents the composition, based on cost or amortized cost, of total investments and cash for Aflac Japan ($40.1 billion in 2004 and $35.5 billion in 2003) as of December 31.

     Funds available for investment include cash flows from operations and funds generated from bond swaps, maturities and redemptions. Aflac Japan purchased debt security investments totaling approximately 514.3 billion yen in 2004 (approximately $5.1 billion), 505.7 billion yen in 2003 (approximately $4.4 billion) and 553.5 billion yen in 2002 (approximately $4.5 billion). Equity security purchases were immaterial during the three-year period ended December 31, 2004. The following table details the composition of debt security purchases by type, at acquisition cost, for the years ended December 31.

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     The percentage distribution by credit rating of Aflac Japan's purchases of debt securities for the years ended December 31, at acquisition cost, was as follows:

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

     The following table presents the composition, based on cost or amortized cost, of total investments and cash for Aflac U.S. ($8.4 billion in 2004 and $5.3 billion in 2003) as of December 31.

     The increase in cash and cash equivalents was due to an increase in cash collateral ($2.6 billion), attributable to a higher level of loaned securities at year-end.

     Funds available for investment include cash flows from operations and funds generated from bond swaps, maturities and redemptions. Purchases of investments by Aflac U.S. were approximately $1.1 billion in 2004, $1.8 billion in 2003 and $1.1 billion in 2002. The following table presents Aflac U.S. debt security purchases, based on acquisition cost, for the years ended December 31.

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     In 2003 and 2002, we directed more funds to the corporate fixed-maturity security market due to the low yields available on U.S. government and government agency securities.

     The percentage distribution by credit rating of Aflac's U.S. purchases of debt securities for the years ended December 31, at acquisition cost, was as follows:

     The FSA maintains its own solvency standard, which is used by regulators in Japan to monitor the financial strength of insurance companies. Aflac Japan's solvency margin continues to significantly exceed regulatory minimums. The FSA may not allow remittance of earnings if it would cause Aflac Japan to lack sufficient financial strength for the protection of policyholders. We do not expect these requirements to adversely affect the funds available for remittances of earnings and payments of allocated expenses and management fees.

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     A portion of Aflac Japan's annual earnings, as determined on a Japanese statutory accounting basis, can be remitted (repatriated) each year to Aflac U.S. after complying with solvency margin provisions and satisfying various conditions imposed by Japan's regulatory authorities for protecting policyholders. Payments are also made from Aflac Japan to the Parent Company for management fees and to Aflac U.S. for allocated expenses. Repatriated profits represent a portion of the after-tax earnings reported to the FSA on a March 31 fiscal year basis. Japanese regulatory basis earnings are determined using accounting principles that differ materially from GAAP. Under Japanese statutory accounting practices, premium income is recognized on a cash basis; policy acquisition costs are charged off immediately; policy benefit and claim reserving methods and assumptions are different; policyholder protection fund obligations are not accrued; the carrying value of securities transferred to held to maturity is different; and deferred income tax liabilities are recognized on a different basis.

     Aflac Japan files annual reports and financial statements for the Japanese insurance operations based on a March 31 year end, prepared in accordance with Japanese regulatory accounting practices prescribed or permitted by the FSA. Also, financial and other affairs of Aflac Japan are subject to examination by the FSA. Reconciliations of Aflac Japan net assets on a GAAP basis to net assets determined on a Japanese regulatory accounting basis as of December 31 were as follows:

     The Japanese insurance industry has a policyholder protection fund that provides funds for the policyholders of insolvent insurers. For additional information regarding the policyholder protection fund, see the Policyholder Protection Fund and State Guaranty Associations section of MD&A and Note 2 of the Notes to the Consolidated Financial Statements.

     Our branch in Japan is also subject to regulation and supervision in the United States as described below. For additional information regarding Aflac Japan's operations and regulations, see the Aflac Japan section of MD&A and Notes 2 and 9 of the Notes to the Consolidated Financial Statements in this report, which are incorporated herein by reference.

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     The Parent Company and its insurance subsidiaries are subject to state regulations in the United States as an insurance holding company system. Such regulations generally provide that transactions between companies within the holding company system must be fair and equitable. In addition, transfers of assets among such affiliated companies, certain dividend payments from insurance subsidiaries, and material transactions between companies within the system are subject to prior notice to, or approval by, state regulatory authorities.

     Like all U.S. insurance companies, Aflac is subject to regulation and supervision in the jurisdictions in which they do business. In general, the insurance laws of the various jurisdictions establish supervisory agencies with broad administrative powers relating to, among other things: granting and revoking licenses to transact business, regulating trade practices, licensing agents, prior approval of forms of policies and premium rate increases, standards of solvency and maintenance of specified policy benefit reserves and minimum loss ratio requirements, capital for the protection of policyholders, limitations on dividends to shareholders, the nature of and limitations on investments, deposits of securities for the benefit of policyholders, filing of financial statements prepared in accordance with statutory insurance accounting practices prescribed or permitted by regulatory authorities, and periodic examinations of the market conduct, financial, and other affairs of insurance companies. The NAIC is constantly reviewing regulatory matters and recommending changes and revisions for adoption by state legislators and insurance departments.

     The NAIC uses a risk-based capital formula relating to insurance risk, business risk, asset risk and interest rate risk to facilitate identification by insurance regulators of inadequately capitalized insurance companies based upon the types and mixtures of risks inherent in the insurer's operations. The formulas for determining the amount of risk-based capital specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of the company's regulatory total adjusted capital to its authorized control level risk-based capital as defined by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The levels are company action, regulatory action, authorized control, and mandatory control. Aflac's NAIC risk-based capital ratio remains high and reflects a very strong capital and surplus position.

     Under insurance guaranty association laws in most U.S. states, insurance companies doing business in those states can be assessed for policyholder losses up to prescribed limits that are incurred by insolvent companies with similar lines of business. Such assessments have not been material to us in the past. We believe that future assessments relating to companies in the United States currently involved in insolvency proceedings will not materially impact the consolidated financial statements.

     For further information concerning Aflac U.S. operations, regulation and dividend restrictions, see the Aflac U.S. section of MD&A and Notes 2 and 9 of the Notes to the Consolidated Financial Statements in this report, which are incorporated herein by reference.

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     Aflac Japan had 2,932 full-time employees as of December 31, 2004. Aflac U.S. had 3,599 full-time employees as of December 31, 2004. We consider our employee relations to be excellent.

     Our other operations include the Parent Company and a printing subsidiary. These operations had 276 full-time employees as of December 31, 2004. We consider our relations with these employees to be excellent. For additional information on our other operations, see the Other Operations section of MD&A in this report, which is incorporated herein by reference.

     Aflac owns land and buildings that comprise two primary campuses located in Columbus, Georgia. The first campus, located on approximately 54 acres of land, includes buildings that serve as our worldwide headquarters and house administrative support functions for our U.S. operations. The approximate square footage of the buildings on this campus is 600,000 square feet. The second campus, located on approximately 104 acres of land, includes a building with approximately 270,000 square feet that provides additional support functions for our U.S. operations. Aflac also leases administrative office space in Columbus, Georgia; Albany, New York; and Omaha, Nebraska.

     In Tokyo, Japan, Aflac owns an administrative office building and a training facility with approximately 358,000 square feet. Aflac also leases additional office space in Tokyo along with regional offices located throughout the country.

     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.

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     There were no matters submitted to the security holders for a vote during the quarter ended December 31, 2004.

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     Aflac Incorporated's common stock is principally traded on the New York Stock Exchange under the symbol AFL. Our stock is also listed on the Pacific Exchange and the Tokyo Stock Exchange. The quarterly high and low market prices for the Company's common stock, as reported on the principal exchange market for the two years ended December 31, were as follows: