Bond AFLAC Inc 3.625% ( US001055AL64 ) in USD

AFLAC Inc

100 % ▼

United States

US001055AL64 ( in USD )

3.625% per year ( payment 2 times a year)

14/06/2023 - Bond has expired

Prospectus brochure of the bond AFLAC Inc US001055AL64 in USD 3.625%, expired

2 000 USD

700 000 000 USD

001055AL6

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

AFLAC Inc. is a Fortune 500 company primarily known for its supplemental insurance products, particularly in the areas of cancer and accident insurance, operating predominantly in the United States and Japan.

Aflac Inc.'s USD 700,000,000 3.625% bond (ISIN: US001055AL64, CUSIP: 001055AL6), issued in the United States, matured on June 14, 2023, and has been redeemed at 100%, with a minimum purchase amount of 2000, and paying interest semi-annually; it held A- and A3 ratings from S&P and Moody's respectively.

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-181089

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
3.625% Senior Notes

$700,000,000

$95,480
Total

$700,000,000

$95,480

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement to Prospectus dated May 1, 2012.
$700,000,000

Aflac Incorporated
3.625% Senior Notes due 2023

This is an offering by Aflac Incorporated of $700,000,000 principal amount of its 3.625% Senior Notes due 2023 (the "notes"). We will pay
interest on the notes semi-annual y in arrears on each June 15 and December 15, beginning on December 15, 2013. The notes wil mature on June 15,
2023.
We may redeem some or al 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 wil be our general unsecured
obligations and wil rank equally in right of payment with any of our existing and future unsecured senior indebtedness. The notes wil 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 6 of the accompanying prospectus and "Item 1A. Risk
Factors" on page 11 of Aflac Incorporated's Annual Report on Form 10-K for the year ended December 31, 2012 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
Underwriting

Public

Discount
Proceeds (1)
Per note

100.00%

0.65%

99.35%
Total

$700,000,000
$ 4,550,000
$695,450,000
(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 wil accrue from June 10, 2013 and must be
paid by the underwriters if the notes are delivered after June 10, 2013.
The notes wil 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 June 10, 2013.
Joint Book-Running Managers

Goldman, Sachs & Co.

Mizuho Securities

Morgan Stanley

J.P.
Morgan

Senior Co-Managers

BNY Mellon
Wel s Fargo Securities
BofA Merril Lynch

SMBC Nikko

Capital Markets, LLC

Co-Managers

Credit Suisse

Fifth Third Securities, Inc.

Prospectus Supplement dated June 3, 2013
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Table of Contents

Page
Prospectus supplement

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

U.S. Federal Income Tax Consequences to Non-U.S. Holders

S-17
Underwriting

S-20
Validity of the Notes

S-24
Where You Can Find More Information

S-25

Page
Prospectus

Cautionary Statement Regarding Forward-Looking Statements

3

Aflac Incorporated

4

General Description of Debt Securities

5

Risk Factors

6

Use of Proceeds

7

Ratio of Earnings to Fixed Charges

8

Description of Debt Securities

9

Registration, Transfer and Payment of Certificated Securities

19

Plan of Distribution

20

Where You Can Find More Information

22

Legal Matters

23

Experts

23

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus
supplement, the accompanying prospectus and any related free writing prospectus prepared by us. Neither we nor the underwriters take responsibility
for or provide assurance as to the reliability of, any other information that others may give you. This prospectus supplement and the accompanying
prospectus are an offer to sel 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, the accompanying prospectus and any related free writing prospectus prepared by us is current
only as of their respective dates.

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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. dol ars as fol ows. 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. Aflac Incorporated may, without notice to
or consent of the holders of the notes, re-open this offering and issue additional notes having the same ranking, interest rate, maturity date and other
terms as the notes being offered by this prospectus supplement. The notes and the Senior Debt Indenture under which the notes will be issued do not
place any limitation on the amount of unsecured debt that may be incurred by us. Any additional notes, together with the notes offered by this
prospectus supplement, wil constitute a single series of debt securities under the Senior Debt Indenture. Neither we nor the underwriters are making an
offer to sel 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.

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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" on page 11 of
our Annual Report on Form 10-K for the year ended December 31, 2012 (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 (Aflac U.S.) and as a branch in Japan (Aflac Japan). Most of Aflac's policies are individually underwritten and
marketed through independent agents. Additionally, Aflac U.S. markets and administers group products through Continental American Insurance
Company (CAIC), referred to as Aflac Group Insurance. 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 underwriter of individually issued policies marketed at worksites. We offer voluntary insurance
policies in Japan and the United States that provide a layer of financial protection against income and asset loss. We continue to diversify our
product offerings in both Japan and the United States. Aflac Japan sel s voluntary supplemental insurance products, including cancer plans, general
medical indemnity plans, medical/sickness riders, care plans, living benefit life plans, ordinary life insurance plans and annuities. Aflac U.S. sells
voluntary supplemental insurance products including products designed to protect individuals from depletion of assets (accident, cancer, critical
il ness/ critical care, hospital intensive care, hospital indemnity, fixed-benefit dental, and vision care plans) and loss-of-income products (life and
short-term disability plans).
We are authorized to conduct insurance business in al 50 states, the District of Columbia, several U.S. territories and Japan. Aflac Japan's
revenues, including realized gains and losses on its investment portfolio, accounted for 77% of the Company's total revenues in 2012, compared
with 75% in 2011 and 2010, and accounted for 75% and 77% of the Company's total revenues in the three-month periods ended March 31, 2013,
and 2012, respectively. The percentage of the Company's total assets attributable to Aflac Japan was 87% at December 31, 2012, and 2011, and
86% at March 31, 2013.
Our principal executive offices are located at 1932 Wynnton Road, Columbus, Georgia 31999, and our telephone number is
(706) 323-3431.

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THE OFFERING

Issuer

Aflac Incorporated.
Securities
$700,000,000 aggregate principal amount of 3.625% Senior Notes

due 2023.
Date of Maturity

The notes wil mature on June 15, 2023.
Interest
The notes wil bear interest at 3.625% per annum, payable
semi-annual y in arrears on June 15 and December 15 of each year,

beginning on December 15, 2013.
Ranking
The notes are our unsecured obligations and wil rank equal y with al
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 wil 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 general y include failure to pay principal or any
premium, failure to pay interest, failure to pay any sinking fund
instal ment, 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 wil 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 wil be
approximately $695,200,000 after deducting underwriting discounts
and estimated offering expenses. We intend to use the net proceeds
from this offering to repay, redeem or repurchase one or more of the

Parent Company's (i) ¥28.7 bil ion aggregate principal amount of

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1.47% Samurai notes due July 2014, (i ) ¥5.5 bil ion aggregate
principal amount of variable interest rate Samurai notes due July
2014 (which bear interest at an annual rate of 1.32% as of March
31, 2013) and (i i) $300 mil ion aggregate principal amount of 3.45%
senior notes due August 2015, in each case, in whole or in part. The
balance of the net proceeds is expected to be used for general
corporate purposes, including capital contributions to subsidiaries, if

needed.
Risk Factors
You should careful y consider al information set forth and
incorporated by reference in this prospectus supplement and the
accompanying prospectus and, in particular, should careful y read the
section entitled "Risk Factors" in this prospectus supplement and the
accompanying prospectus and the section entitled "Item 1A. Risk
Factors" on page 11 of our Annual Report on Form 10-K for the year

ended December 31, 2012 before purchasing any of the notes.
Trustee

The Bank of New York Mel on Trust Company, N.A.
Governing Law

The notes wil be governed by the laws of the State of New York.

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RISK FACTORS
Investing in our notes involves risk. Please see the risk factors described in "Item 1A. Risk Factors" on page 11 of our Annual Report on Form
10-K for the year ended December 31, 2012, 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 wil have a junior position to the claims of creditors of its subsidiaries on their assets and earnings. The notes
wil be unsecured and unsubordinated obligations and wil :

Y rank equal y 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 wil be issued;

Y be effectively subordinated in right of payment to al our secured indebtedness to the extent of the value of the assets securing such

indebtedness;

Y be effectively subordinated to al existing and future obligations (including insurance obligations) of our subsidiaries; and

Y not be guaranteed by any of our subsidiaries.
At March 31, 2013, the aggregate amount of our outstanding consolidated indebtedness was $4,283 mil ion, of which none was secured. Al
unsecured indebtedness of the Parent Company would rank equal y in right of payment with the notes. Al obligations (including insurance obligations) of
our subsidiaries would be effectively senior to the notes. At March 31, 2013, the consolidated obligations of our subsidiaries reflected on our balance
sheet were approximately $105,003 mil ion.
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.

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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 wil 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 wil not contain any provisions restricting the
Parent Company's ability to:

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

Y pay dividends on or purchase or redeem capital stock;

Y sel assets (other than certain restrictions on the Parent Company's ability to consolidate, merge or sel al or substantial y al of its assets

and its ability to sel the stock of certain subsidiaries);

Y enter into transactions with affiliates;

Y create liens (other than certain limitations on creating liens on the stock of certain subsidiaries) or enter into sale and leaseback transactions;

or

Y create restrictions on the payment of dividends or other amounts to the Parent Company from its subsidiaries.
Additional y, the indenture wil 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
wil 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 wil develop for the notes. If no active trading market develops, you
may not be able to resel your notes at their fair market value or at al .

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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering wil be approximately $695,200,000 after deducting underwriting discounts and
estimated offering expenses. We intend to use the net proceeds from this offering to repay, redeem or repurchase one or more of the Parent
Company's (i) ¥28.7 bil ion aggregate principal amount of 1.47% Samurai notes due July 2014, (i ) ¥5.5 bil ion aggregate principal amount of variable
interest rate Samurai notes due July 2014 (which bear interest at an annual rate of 1.32% as of March 31, 2013) and (i i) $300 mil ion aggregate
principal amount of 3.45% senior notes due August 2015, in each case, in whole or in part. The balance of the net proceeds is expected to be used for
general corporate purposes, including capital contributions to subsidiaries, if needed.

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