Obligation AFLAC Inc 6.9% ( US001055AD49 ) en USD

AFLAC Inc

119.418 % ▲

Etats-unis

US001055AD49 ( en USD )

6.9% par an ( paiement semestriel )

16/12/2039

Prospectus brochure de l'obligation AFLAC Inc US001055AD49 en USD 6.9%, échéance 16/12/2039

1 000 USD

223 516 000 USD

001055AD4

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

17/06/2025 ( Dans 177 jours )

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AD49, paye un coupon de 6.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/12/2039

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AD49, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AD49, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b2
Page 1 of 69
424B2 1 g21558e424b2.htm 424B2
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 2 of 69
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159111
CALCULATION OF REGISTRATION FEE

Proposed
Proposed

Maximum
Maximum

Title of each class of

Amount to Be
Offering Price
Aggregate

Amount Of

Securities to be Registered

Registered
Per Unit
Offering Price

Registration Fee(1)
6.900% Senior Notes due 2039 $400,000,000
98.951%
$395,804,000

$22,085.86

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 3 of 69
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159111
Prospectus Supplement to Prospectus dated May 11, 2009.

$400,000,000

Aflac Incorporated

6.900% Senior Notes due 2039

This is an offering by Aflac Incorporated of $400,000,000 principal amount of its 6.900% Senior Notes
due 2039 (the "notes"). We will pay interest on the notes semi-annually in arrears on each June 17 and
December 17, commencing on June 17, 2010. The notes will mature on December 17, 2039.

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-3 of this prospectus supplement, page 4 of the
accompanying prospectus, and "Item 1A. Risk Factors" on page 18 of Aflac Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2008 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.

Per Note
Total

Initial public offering price
98.951 % $ 395,804,000
Underwriting discount
0.875 % $ 3,500,000
Proceeds, before expenses, to Aflac Incorporated

98.076
% $ 392,304,000

The initial public offering price set forth above does not include accrued interest, if any. Interest on the
notes will accrue from December 17, 2009 and must be paid by the underwriters if the notes are delivered
after December 17, 2009.

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 December 17, 2009.

Goldman, Sachs & Co.
J.P. Morgan

Prospectus Supplement dated December 14, 2009.
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 4 of 69

TABLE OF CONTENTS

Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-3
USE OF PROCEEDS
S-5
CAPITALIZATION
S-6
RATIO OF EARNINGS TO FIXED CHARGES
S-7
DESCRIPTION OF THE NOTES
S-8
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
S-14
UNDERWRITING
S-16
VALIDITY OF THE NOTES
S-19
WHERE YOU CAN FIND MORE INFORMATION
S-20

Prospectus

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.

S-i
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 5 of 69
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 Parent 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.

S-ii
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 6 of 69
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 18 of our Annual Report on Form 10-K for the year ended December 31, 2008
(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.

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
expense 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 72%, 71% and 72% of the Parent Company's total
revenues in 2008, 2007 and 2006, respectively. Aflac Japan accounted for 78% of the Parent
Company's total revenues for the nine months ended September 30, 2009. The percentage of total
assets attributable to Aflac Japan was 87% at December 31, 2008, 82% at December 31, 2007 and 86%
at September 30, 2009.

Our principal executive offices are located at 1932 Wynnton Road, Columbus, Georgia 31999, and
our telephone number is (706) 323-3431.
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 7 of 69

S-1
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 8 of 69
Table of Contents

THE OFFERING

Issuer Aflac
Incorporated.

Securities
6.900% Senior Notes due 2039 (the "notes").

Aggregate Principal Amount
$400,000,000.

Date of Maturity
The notes will mature on December 17, 2039.

Interest
6.900% per annum, payable semi-annually in arrears on June 17
and December 17 of each year, beginning on June 17, 2010.

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 $392,017,000 after deducting underwriting
discounts and estimated offering expenses. We intend to use the
net proceeds from this offering and, to the extent necessary,
other available funds, for general corporate purposes, including
the repayment of the Parent Company's 0.71% Samurai notes
due July 2010.

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 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.
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 9 of 69

S-2
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009

e424b2
Page 10 of 69
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, 2008, which is 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 September 30, 2009, the aggregate amount of our outstanding consolidated indebtedness was
$2,231 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 September 30, 2009, the consolidated obligations of
our subsidiaries reflected on our balance sheet were approximately $72,448 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. See the risk factor entitled "As a holding company, the Parent
Company depends on the ability of its subsidiaries to transfer funds to it to meet its debt service and other
obligations and to pay dividends on its common stock" in our Annual Report on Form 10-K for the year
ended December 31, 2008 for a description of certain insurance regulatory and other restrictions that may
affect the ability of Aflac U.S. to pay dividends or make other payments to the Parent Company.

S-3
http://www.sec.gov/Archives/edgar/data/4977/000095012309070678/g21558e424b2.htm
12/15/2009