Bond Aflac 6.45% ( US001055AF96 ) in USD

Aflac

107.575 % ▲

United States

US001055AF96 ( in USD )

6.45% per year ( payment 2 times a year)

14/08/2040

Prospectus brochure of the bond Aflac US001055AF96 en USD 6.45%, maturity 14/08/2040

001055AF9

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/08/2025 ( In 156 days )

AFLAC is a Fortune 500 company providing supplemental health and life insurance products in the United States and Japan.

The Bond issued by Aflac ( United States ) , in USD, with the ISIN code US001055AF96, pays a coupon of 6.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2040

The Bond issued by Aflac ( United States ) , in USD, with the ISIN code US001055AF96, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Aflac ( United States ) , in USD, with the ISIN code US001055AF96, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
Page 1 of 53
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159111
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of each class of
to Be
Offering Price
Aggregate
Amount Of
Securities to be Registered
Registered
Per Unit
Offering Price Registration Fee(1)
3.45% Notes due 2015
$300,000,000
99.926% $299,778,000
$21,374.17
6.45% Notes due 2040
$450,000,000
99.499% $447,745,500
$31,924.25
Total
$750,000,000
$747,523,500
$53,298.43

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 2 of 53
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No: 333-159111

Prospectus Supplement to Prospectus dated May 11, 2009.
$750,000,000

Aflac Incorporated
$300,000,000 3.45% Senior Notes due 2015
$450,000,000 6.45% Senior Notes due 2040
This is an offering by Aflac Incorporated of $300,000,000 principal amount of its 3.45% Senior Notes due 2015 (the
"2015 notes") and $450,000,000 principal amount of its 6.45% Senior Notes due 2040 (the "2040 notes" and together with
the 2015 notes, the "notes"). We will pay interest on the notes semi-annually in arrears on each February 15 and August 15,
commencing on February 15, 2011. The 2015 notes will mature on August 15, 2015 and the 2040 notes will mature on
August 15, 2040.
We may redeem some or all of the notes at any time and from time to time before their maturity at the redemption price
discussed under the caption "Description of the Notes -- Optional Redemption of the Notes" in this prospectus supplement.
The notes will be our general unsecured obligations and will rank equally in right of payment with any of our existing and
future unsecured senior indebtedness. The notes will be issued only in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
See "Risk Factors" beginning on page S-4 of this prospectus supplement, page 4 of the accompanying prospectus,
"Item 1A. Risk Factors" on page 15 of Aflac Incorporated's Annual Report on Form 10-K for the year ended
December 31, 2009, "Item 1A. Risk Factors" on page 84 of Aflac Incorporated's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2010, and "Item 1A. Risk Factors" on page 89 of Aflac Incorporated's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2010 to read about factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Price to Public
Underwriting Discount

Proceeds(1)
Per 2015 note

99.926%
0.600%
99.326%
2015 note Total

$299,778,000
$
1,800,000
$297,978,000
Per 2040 note

99.499%
0.875%
98.624%
2040 note Total

$447,745,500
$
3,937,500
$443,808,000
(1) Proceeds, before expenses, to Aflac Incorporated.
The price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
August 9, 2010 and must be paid by the underwriters if the notes are delivered after August 9, 2010.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The
underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its
participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment in
New York, New York on or about August 9, 2010.
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 3 of 53

Goldman, Sachs & Co.
J.P. Morgan

Prospectus Supplement dated August 4, 2010.
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 4 of 53
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

ii
Prospectus Supplement Summary

S-1
The Offering

S-2
Risk Factors

S-4
Use of Proceeds

S-6
Capitalization

S-7
Ratio of Earnings to Fixed Charges

S-8
Description of the Notes

S-9
Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders
S-16
Underwriting
S-18
Validity of the Notes
S-21
Where You Can Find More Information
S-22
Prospectus

Page
Cautionary Statement Regarding Forward-Looking Statements

1
Aflac Incorporated

2
General Description of Debt Securities

3
Risk Factors

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Registration, Transfer and Payment of Certificated Securities

17
Plan of Distribution

18
Where You Can Find More Information

20
Legal Matters

21
Experts

21
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized information or
representations. This prospectus supplement and the accompanying prospectus are an offer to sell only the notes offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement or the accompanying prospectus is current only as of its date.

i
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 5 of 53
Table of Contents
About this Prospectus Supplement
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of
the notes and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the
accompanying prospectus, which provides more general information. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying
prospectus or any document incorporated herein and therein by reference, on the other hand, you should rely on the
information contained in this prospectus supplement.
As used in this prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or "the
Company" refer to the consolidated operations of Aflac Incorporated, and its direct and indirect operating subsidiaries.
"Parent Company" refers solely to Aflac Incorporated. "Aflac" refers solely to our subsidiary, American Family Life
Assurance Company of Columbus, an insurance company domiciled in Nebraska. Aflac operates in the United States ("Aflac
U.S.") and operates as a branch in Japan ("Aflac Japan").
The functional currency of Aflac Japan's insurance operations is the Japanese yen. We translate our yen-denominated
financial statement accounts into U.S. dollars as follows. Assets and liabilities are translated at end-of-period exchange rates.
Realized gains and losses on security transactions are translated at the exchange rate on the trade date of each transaction.
Other revenues, expenses and cash flows are translated using average exchange rates for the year. The resulting currency
translation adjustments are reported in accumulated other comprehensive income. We include in earnings the realized
currency exchange gains and losses resulting from transactions.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or
different information. If anyone provided you with additional or different information, you should not rely on it. Neither we
nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated herein and therein by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offer and sale of the notes in
certain jurisdictions may be restricted by law. The Company and the underwriters require persons into whose possession this
prospectus supplement and the accompanying prospectus come to inform themselves about and to observe any such
restrictions. This prospectus supplement and the accompanying prospectus do not constitute an offer of, or an invitation to
purchase, any of the notes in any jurisdiction in which such offer or invitation would be unlawful.

ii
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 6 of 53
Table of Contents
Prospectus Supplement Summary
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference. This summary sets forth the material terms of this offering, but
does not contain all of the information you should consider before investing in our notes. You should read carefully this
entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference
herein and therein, before making an investment decision to purchase our notes, especially the risks of investing in our
notes discussed under "Risk Factors" contained herein and therein and, under "Item 1A. Risk Factors" beginning on
page 15 of our Annual Report on Form 10-K for the year ended December 31, 2009, "Item 1A. Risk Factors" on
page 84 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and "Item 1A. Risk Factors"
beginning on page 89 of our Quarterly Report for the quarter ended June 30, 2010 (each incorporated by reference
herein) as well as the consolidated financial statements and notes to those consolidated financial statements
incorporated by reference herein and therein.
Aflac Incorporated
The Parent Company was incorporated in 1973 under the laws of the State of Georgia. 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 its subsidiary, Aflac. Aflac operates in the United States and as a
branch in Japan. Most of Aflac's policies are individually underwritten and marketed through independent agents. Our
insurance operations in the United States (Aflac U.S.) and our branch in Japan (Aflac Japan) service the two markets for
our insurance business.
During 2009, the Parent Company purchased Continental American Insurance Group, Inc., which includes its
wholly-owned subsidiary, Continental American Insurance Company ("CAIC"). CAIC, headquartered in Columbia,
South Carolina, equips Aflac U.S. with a platform for offering attractive voluntary group insurance products that are
well-suited for distribution by insurance brokers at the worksite.
We believe Aflac is the world's leading underwriter of individually issued policies marketed at worksites. We
continue to diversify our product offerings in both Japan and the United States. Aflac Japan sells supplemental insurance
products, including cancer life plans, general medical indemnity plans, medical/sickness riders, care plans, living benefit
life plans, ordinary life insurance plans and annuities. Aflac U.S. sells supplemental insurance products, including
accident/disability plans, cancer plans, short-term disability plans, sickness and hospital indemnity plans, hospital
intensive care plans, fixed-benefit dental plans, vision care plans, long-term care plans, and life insurance products.
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 73%, 72% and 71% of the Parent Company's total revenues in 2009, 2008 and
2007, respectively. Aflac Japan's revenues, including realized gains and losses on its investment portfolio, accounted for
75% of the Parent Company's total revenues for the six months ended June 30, 2010. The percentage of the Company's
total assets attributable to Aflac Japan was 85% at December 31, 2009, 87% at December 31, 2008 and 85% at June 30,
2010.
Our principal executive offices are located at 1932 Wynnton Road, Columbus, Georgia 31999, and our telephone
number is (706) 323-3431.

S-1
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 7 of 53
Table of Contents
The Offering
Issuer
Aflac Incorporated.
Securities
$300,000,000 aggregate principal amount of 3.45% Senior Notes due 2015
and $450,000,000 aggregate principal amount of 6.45% Senior Notes due
2040.
Aggregate Principal Amount of Notes
$750,000,000.
Date of Maturity
The 2015 notes will mature on August 15, 2015 and the 2040 notes will
mature on August 15, 2040.
Interest
The 2015 notes will bear interest at 3.45% per annum and the 2040 notes
will bear interest at 6.45% per annum, in each case payable semi-annually
in arrears on February 15 and August 15 of each year, beginning
on February 15, 2011.
Ranking
The notes are our unsecured obligations and will rank equally with all of
our other unsecured senior indebtedness from time to time outstanding.
Optional Redemption
We may redeem the notes in whole or in part at any time at the redemption
price described in the section in this prospectus supplement entitled
"Description of the Notes -- Optional Redemption of the Notes".
Certain Covenants
The indenture under which the notes will be issued contains covenants that
impose conditions on our ability to create liens on any capital stock of our
restricted subsidiaries (as defined under "Description of Debt Securities"
in the accompanying prospectus) or engage in sales of the capital stock of
our restricted subsidiaries.
Events of Default
Events of default generally include failure to pay principal or any
premium, failure to pay interest, failure to pay any sinking fund
installment, failure to observe or perform any other covenants or
agreement in the notes or indenture, certain events of bankruptcy,
insolvency, or reorganization, or certain defaults of the Parent Company
debt.
Listing
The notes will not be listed on any securities exchange. Currently there is
no public market for the notes.
Use of Proceeds
We estimate that the net proceeds to us from this offering will be
approximately $741,551,000 after deducting underwriting discounts and
estimated offering expenses. We intend to use the net proceeds from this
offering to repay in full at maturity the Parent Company's 1.52% Uridashi
notes and variable interest rate Uridashi notes, both due September 2011,
to repurchase our common stock and for general corporate purposes. See
"Use of Proceeds" in this prospectus supplement.

S-2
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 8 of 53
Table of Contents
Risk Factors
You should carefully consider all information set forth and incorporated by
reference in this prospectus supplement and the accompanying prospectus
and, in particular, should carefully read the section entitled "Risk Factors"
in this prospectus supplement and the accompanying prospectus and the
section entitled "Item 1A. Risk Factors" in our Annual Report on Form 10-
K, our Quarterly Report on Form 10-Q for the quarter ended March 31,
2010 and our Quarterly Report on Form 10-Q for the quarter ended June
30, 2010 before purchasing any of the notes.
Trustee
The Bank of New York Mellon Trust Company, N.A.
Governing Law
The notes will be governed by the laws of the State of New York.

S-3
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 9 of 53
Table of Contents
Risk Factors
Investing in our notes involves risk. Please see the risk factors described in "Item 1A. Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2009, "Item 1A. Risk Factors" on page 84 of our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2010, and "Item 1A. Risk Factors" beginning on page 89 of our Quarterly
Report for the quarter ended June 30, 2010, which are incorporated by reference in this prospectus supplement. Before
making an investment decision, you should carefully consider these risks as well as other information we include or
incorporate by reference in this prospectus supplement and the accompanying prospectus. The risks and uncertainties we
have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. These risks could materially affect our business, results
of operations or financial condition and cause the value of our securities to decline. You could lose all or part of your
investment.
Risks Relating to Our Senior Debt
Because the notes will be issued by the Parent Company, which is a holding company, the notes will be structurally
subordinated to the obligations of our subsidiaries.
The Parent Company is a holding company whose assets primarily consist of the capital stock of its subsidiaries.
Because the Parent Company is a holding company, holders of the notes will have a junior position to the claims of creditors
of its subsidiaries on their assets and earnings. The notes will be unsecured and unsubordinated obligations and will:

·
rank equally in right of payment with all of our other unsecured and unsubordinated senior indebtedness, including

other senior unsecured indebtedness issued under the indenture under which the notes will be issued;

·
be effectively subordinated in right of payment to all our secured indebtedness to the extent of the value of the

assets securing such indebtedness;

·
be effectively subordinated to all existing and future obligations (including insurance obligations) of our

subsidiaries; and

·
not be guaranteed by any of our subsidiaries.
At June 30, 2010, the aggregate amount of our outstanding consolidated indebtedness was $2,653 million, of which
none was secured. All unsecured indebtedness of the Parent Company would rank equally in right of payment with the notes.
All obligations (including insurance obligations) of our subsidiaries would be effectively senior to the notes. At June 30,
2010, the consolidated obligations of our subsidiaries reflected on our balance sheet were approximately $81,209 million.
Furthermore, in the event of insolvency, bankruptcy, liquidation, dissolution, receivership, reorganization or similar
event involving a subsidiary, the assets of that subsidiary would be used to satisfy claims of policyholders and creditors of the
subsidiary rather than the Parent Company's creditors. As a result of the application of the subsidiary's assets to satisfy
claims of policyholders and creditors, the value of the stock of the subsidiary would be diminished and perhaps rendered
worthless. Any such diminution in the value of the shares of the Parent Company's subsidiaries would adversely impact its
financial condition and possibly impair its ability to meet its obligations on the debt securities. In addition, any liquidation of
the assets of the Parent Company's subsidiaries (Aflac U.S., in particular) to satisfy claims of such subsidiary's policyholders
and creditors might make it impossible for such subsidiary to pay dividends to the Parent Company. Likewise, any inability
of Aflac Japan to repatriate earnings to Aflac may also limit Aflac's ability to pay dividends to the Parent Company. This
inability to pay dividends would further impair the Parent Company's ability to satisfy its obligations under the notes.

S-4
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010

Prospectus Supplement
Page 10 of 53
Table of Contents
The indenture under which the notes will be issued will contain only limited protection for holders of the notes in the
event the Parent Company is involved in a highly leveraged transaction, reorganization, restructuring, merger or similar
transaction in the future.
The indenture under which the notes will be issued may not sufficiently protect holders of notes in the event the Parent
Company is involved in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction. The
indenture will not contain any provisions restricting the Parent Company's ability to:

·
incur additional debt, including debt senior in right of payment to the notes;

·
pay dividends on or purchase or redeem capital stock;

·
sell assets (other than certain restrictions on the Parent Company's ability to consolidate, merge or sell all or

substantially all of its assets and its ability to sell the stock of certain subsidiaries);

·
enter into transactions with affiliates;

·
create liens (other than certain limitations on creating liens on the stock of certain subsidiaries) or enter into sale

and leaseback transactions; or

·
create restrictions on the payment of dividends or other amounts to the Parent Company from its subsidiaries.
Additionally, the indenture will not require the Parent Company to offer to purchase the notes in connection with a
change of control or require that the Parent Company adhere to any financial tests or ratios or specified levels of net worth.
The Parent Company's ability to recapitalize, incur additional debt and take a number of other actions that are not limited by
the terms of the notes could have the effect of diminishing the Parent Company's ability to make payments on the notes when
due.
An active trading market for the notes may not develop.
The notes are new issues of securities with no established trading market, and we do not intend to list the notes on any
securities exchange or for quotation in any automated dealer quotation system. We have been informed by the underwriters
that they intend to make a market in the notes after the offering is completed. However, the underwriters may cease their
market-making at any time. In addition, the liquidity of the trading market in the notes, and the market price quoted for the
notes, may be adversely affected by changes in the overall market for fixed income securities and by changes in our financial
performance or prospects or in the prospects for companies in our industry generally. In addition, such market-making
activity will be subject to limits imposed by the Securities Act of 1933, as amended (the "Securities Act") and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). As a result, you cannot be sure that an active trading market will
develop for either the 2015 notes or the 2040 notes. If no active trading market develops, you may not be able to resell your
notes at their fair market value or at all.

S-5
http://www.sec.gov/Archives/edgar/data/4977/000119312510179496/d424b2.htm
8/9/2010