Obligation Aflac Inc. 3.6% ( US001055BJ00 ) en USD

Aflac Inc.

95.409 % ▲

Etats-unis

US001055BJ00 ( en USD )

3.6% par an ( paiement semestriel )

31/03/2030

Prospectus brochure de l'obligation Aflac US001055BJ00 en USD 3.6%, échéance 31/03/2030

001055BJ0

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/10/2025 ( Dans 145 jours )

Aflac est une société d'assurance américaine spécialisée dans les produits de complémentaire santé, principalement des assurances accident et maladie, vendues par l'intermédiaire d'agents indépendants.

L'Obligation émise par Aflac Inc. ( Etats-unis ) , en USD, avec le code ISIN US001055BJ00, paye un coupon de 3.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2030

L'Obligation émise par Aflac Inc. ( Etats-unis ) , en USD, avec le code ISIN US001055BJ00, 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 US001055BJ00, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(2)
424B2 1 d904839d424b2.htm FORM 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-227244

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)
3.600% Senior Notes due 2030

$1,000,000,000

99.742%

$997,420,000

$129,465.12

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement to Prospectus dated September 7, 2018.
$1,000,000,000

Aflac Incorporated
3.600% Senior Notes due 2030
This is an offering by Aflac Incorporated of $1,000,000,000 principal amount of its 3.600% Senior Notes due 2030 (the "notes"). We will
pay interest on the notes semi-annually in arrears on each April 1 and October 1, beginning on October 1, 2020. The notes will mature on April 1, 2030.
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.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

See "Risk Factors" beginning on page S-3 of this prospectus supplement, page 5 of the accompanying prospectus and "Item 1A. Risk
Factors" on page 11 of our Annual Report on Form 10-K for the year ended December 31, 2019 to read about factors you should consider before
investing in the notes.

Neither the Securities and Exchange Commission (the "SEC") 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.

Proceeds (before
Price to Public
Underwriting
expenses) to

(1)

Discount

Aflac Incorporated
Per note

99.742%

0.650%

99.092%
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Form 424(b)(2)
Total

$997,420,000
$ 6,500,000
$
990,920,000

(1)
The price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from April 1, 2020 and must be paid by the underwriters if the
notes are delivered after April 1, 2020.
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, S.A., and Euroclear Bank SA/NV, against payment in New York, New York on or about April 1, 2020.
Joint Book-Running Managers

Goldman Sachs & Co.
Mizuho Securities
Morgan Stanley
SMBC Nikko
Wells Fargo Securities
LLC

BofA Securities

MUFG

PNC Capital Markets LLC
Co-Managers

Academy Securities
BNY Mellon Capital
Credit Suisse
Drexel Hamilton
J.P. Morgan

Markets, LLC

Prospectus Supplement dated March 30, 2020
Table of Contents
TABLE OF CONTENTS

Prospectus supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
AFLAC INCORPORATED
S-1
THE OFFERING
S-2
RISK FACTORS
S-3
USE OF PROCEEDS
S-6
CAPITALIZATION
S-7
DESCRIPTION OF THE NOTES
S-8
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
S-15
UNDERWRITING (CONFLICTS OF INTEREST)
S-18
VALIDITY OF THE NOTES
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-23
Prospectus

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

2
AFLAC INCORPORATED

4
RISK FACTORS

5
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES

7
DESCRIPTION OF DEBT SECURITIES

8
REGISTRATION, TRANSFER AND PAYMENT OF CERTIFICATED SECURITIES

19
PLAN OF DISTRIBUTION

20
WHERE YOU CAN FIND MORE INFORMATION

22
LEGAL MATTERS

24
EXPERTS

24

S-i
Table of Contents
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 any of 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
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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 or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us
is current only as of their respective dates or the date relating to such information provided in that document. Our business operations, financial condition,
results of operations and prospects may have changed since those dates.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of
the Prospectus Regulation (as defined below). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been
prepared on the basis that any offer of notes in any Member State of the European Economic Area (the "EEA") or in the United Kingdom (each, a
"Relevant State") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors"). Accordingly
any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplated in this prospectus
supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to Qualified Investors. Neither we nor the
underwriters have authorized, nor do they authorize, the making of any offer of notes other than to Qualified Investors. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.
PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended or superseded, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to
retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to
any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document
or materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as

S-ii
Table of Contents
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the notes offered
hereby are only available to, and any investment or investment activity to which this prospectus supplement, the accompanying prospectus and any related
free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not
act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their contents.

iii
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
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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.
References in this prospectus supplement to "$," "dollars" and "U.S. dollars" are to the currency of the United States of America; references
to "¥" and "yen" are to the currency of Japan. 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 U.S." refers solely to our subsidiary, American Family Life Assurance Company of Columbus, an insurance company
domiciled in Nebraska. "Aflac Japan" refers solely to our subsidiary, Aflac Life Insurance Japan Ltd., a Japanese stock corporation. "Aflac" refers
collectively to Aflac U.S. and Aflac Japan.
The functional currency of Aflac Japan's insurance operations is the 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 period. 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 foreign currency transactions.
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 (except for the issue date, public offering price, and, if applicable, the initial interest payment
date) as the notes being offered by this prospectus supplement. The notes and the Senior Debt Indenture (as defined below) under which the notes will be
issued do not place any limitation on the amount of unsecured debt that may be incurred by us. Provided that such additional notes are fungible for U.S.
federal income tax purposes with any then-existing notes, any additional notes, together with the notes offered by this prospectus supplement, will
constitute a single series of debt securities under the Senior Debt Indenture.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any related free writing prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or different information.
Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted.
The distribution of this prospectus supplement, the accompanying prospectus and any related free writing 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, the accompanying prospectus and any related free writing prospectus come to inform themselves about and to observe any such restrictions.
This prospectus supplement, the accompanying prospectus and any related free writing 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-iv
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" on page 11 of our
Annual Report on Form 10-K for the year ended December 31, 2019 (which is 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, Aflac Incorporated, 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
subsidiaries in the United States and Japan. Most of Aflac's policies are individually underwritten and marketed through independent agents. Aflac
U.S. markets and administers group products through Continental American Insurance Company, branded as Aflac Group Insurance. Our insurance
operations in the United States and Japan service the two markets for our insurance business.
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 sells voluntary supplemental insurance products,
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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 illness/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 all 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 69% of our total revenues in 2019, compared with
70% of our total revenues in 2018. The percentage of our total assets attributable to Aflac Japan was 83% and 84% at December 31, 2019 and 2018,
respectively.
Our principal executive offices are located at 1932 Wynnton Road, Columbus, Georgia 31999, and our telephone number is (706) 323-3431.

S-1
Table of Contents
THE OFFERING

Issuer
Aflac Incorporated.

Securities
$1,000,000,000 aggregate principal amount of 3.600% Senior Notes due 2030.

Date of Maturity
The notes will mature on April 1, 2030.

Interest
The notes will bear interest at 3.600% per annum, payable semi-annually in arrears on April
1 and October 1 of each year, beginning on October 1, 2020.

Ranking
The notes are our unsecured obligations and will rank equally with all of our existing and
future 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 Senior Debt 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 the Senior Debt 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
$990,720,000 after deducting underwriting discounts and estimated offering expenses. We
intend to use the net proceeds from this offering for general corporate purposes.

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" on page 11 of our Annual Report
on Form 10-K for the year ended December 31, 2019.

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.
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S-2
Table of Contents
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, 2019, 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, financial
condition, results of operations or prospects and cause the value of our securities to decline. You could lose all or part of your investment.
Risks Related to Our Business
Major public health issues, and specifically the novel coronavirus COVID-19, could have an adverse impact on our financial condition and results of
operations and other aspects of our business.
We are closely monitoring developments related to the COVID-19 pandemic to assess its impact on our business; while, due to the evolving
and highly uncertain nature of this event, it currently is not possible to estimate its impact precisely, the COVID-19 pandemic could impact our business,
financial condition, results of operations, liquidity or prospects in a number of ways, and may cause changes, which also cannot be precisely determined at
this time, to estimates of future earnings and other guidance we have provided to the markets under "2020 Outlook" in "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operation" on pages 36 and 37 of our Annual Report on Form 10-K for the year ended December 31,
2019.
For instance, our investment portfolio (and, specifically, the valuations of investment assets we hold) has been, and may continue to be,
adversely affected as a result of market developments from the COVID-19 pandemic and uncertainty regarding its outcome. Moreover, changes in interest
rates, reduced liquidity or a continued slowdown in U.S., Japan or global economic conditions may also adversely affect our business, financial condition,
results of operations, liquidity or prospects. Further, extreme market volatility may leave us unable to react to market events in a prudent manner consistent
with our historical practices in dealing with more orderly markets. As a result of the COVID-19 pandemic, we may also face increased costs associated
with claims under our policies, an increased number of customers experiencing difficulty paying premiums or policies being designated as "no lapse" for
periods of time. The cost of reinsurance to us for these policies could increase, and we may encounter decreased availability of such reinsurance.
Further, from an operational perspective, our employees, sales associates, brokers and distribution partners, as well as the workforces of our
vendors, service providers and counterparties, may also be adversely affected by the COVID-19 pandemic or efforts to mitigate the pandemic, including
government-mandated shutdowns, requests or orders for employees to work remotely, and other social distancing measures, in the U.S. and Japan, which
could result in an adverse impact on our ability to conduct our business, including in our ability to sell our policies, including policies that are traditionally
sold in person.
While governmental and non-governmental organizations are engaging in efforts to combat the spread and severity of COVID-19 and related
public health issues, these measures may not be effective. We also cannot predict how legal and regulatory responses to concerns about COVID-19 and
related public health issues, including the possible extension of insurance coverage beyond our policy language, will impact our business. The extent to
which COVID-19 impacts our business, results of operations, financial condition, liquidity or prospects will depend on future developments which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken to
contain or treat its impact.

S-3
Table of Contents
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. None of our subsidiaries
will guarantee the notes, and our subsidiaries will have no obligation to pay any amounts due on the notes or to provide us with funds to meet our payment
obligations on the notes, whether in the form of dividends, distributions, loans or other payments. The holders of the notes will have no direct claim to the
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assets of our subsidiaries and as a result will have a junior position relative to the claims of creditors of our subsidiaries on their assets and earnings. The
supplemental indenture governing the notes will permit our subsidiaries to incur additional indebtedness and will not contain any limitation on the amount
of other liabilities that may be incurred by those subsidiaries.
The notes will be our 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 Senior Debt Indenture;

· 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 structurally subordinated to all existing and future obligations (including insurance obligations and any preferred stock) of our

subsidiaries; and

· not be guaranteed by any of our subsidiaries.
At December 31, 2019, the aggregate amount of our outstanding consolidated indebtedness was $6,569 million, of which none was secured.
All senior, unsecured indebtedness of the Parent Company would rank equally in right of payment with the notes. All obligations (including insurance
obligations and any preferred stock) of our subsidiaries would be effectively senior to the notes. At December 31, 2019, the consolidated obligations of our
subsidiaries reflected on our balance sheet were approximately $117,277 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 to satisfy claims of such subsidiary's policyholders and creditors might limit or make it impossible for such
subsidiary to pay dividends to the Parent Company. Moreover, the dividend capacity of each Aflac U.S. and Aflac Japan is subject to regulatory
restrictions, which could further limit or make it impossible for those subsidiaries to pay dividends to the Parent Company. Any such limitation or inability
to pay dividends would further impair the Parent Company's ability to satisfy its obligations under the notes.
The Senior Debt Indenture under which the notes will be issued will contain only limited protection for holders of the notes in the event that the Parent
Company is involved in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction in the future.
The Senior Debt 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,

S-4
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restructuring, merger or similar transaction. The Senior Debt 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 Senior Debt Indenture will not require the Parent Company to offer to repurchase or redeem or otherwise modify the terms
of any of the notes in connection with a change of control or require that the Parent Company comply with any financial ratios or specified levels of net
worth or liquidity. 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.
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The notes are a new issue 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 the notes. If no active trading market develops, you may not be able to
resell your notes at their fair market value or at all.
Increases in prevailing interest rates could adversely impact the trading price of the notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and
increases in prevailing interest rates could have an adverse effect on the trading price of the notes.

S-5
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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $990,720,000 after deducting underwriting discounts and
estimated offering expenses. We intend to use the net proceeds from this offering for general corporate purposes.

S-6
Table of Contents
CAPITALIZATION
The following table sets forth our cash and cash equivalents and our consolidated capitalization as of December 31, 2019 on an actual basis,
as adjusted to reflect the issuance of ¥12,400,000,000 0.300% Senior Notes due 2025, ¥13,300,000,000 0.550% Senior Notes due 2030, ¥20,700,000,000
0.750% Senior Notes due 2032 and ¥10,600,000,000 0.830% Senior Notes due 2035, on March 12, 2020 (the "March 12 issuance"), and as further adjusted
to give effect to (i) the March 12 issuance and (ii) the offering of the notes and the planned use of proceeds. See "Use of Proceeds" in this prospectus
supplement.
You should read the information in this table together with our consolidated financial statements and the related notes in our Annual Report
on Form 10-K for the period ended December 31, 2019 which is incorporated herein by reference.

As of December 31, 2019

As
As further

Actual
adjusted

adjusted

(In millions)

Cash and Cash Equivalents

$ 4,896
$ 5,420(1)
$ 6,411(1)

Short-term Debt

--

--

--
Long-term Debt

6,569

7,096

8,096
Total Debt

6,569

7,096

8,096
Shareholders' Equity

Common Stock, at Par Value

135

135

135
Additional Paid-in Capital

2,313

2,313

2,313
Retained Earnings

34,291
34,291

34,291
Accumulated Other Comprehensive Income

Unrealized Foreign Currency Translation Gains (Losses)

(1,623)
(1,623)
(1,623)
Unrealized Gains (Losses) on Fixed Maturity Securities

8,548

8,548

8,548
Unrealized Gains (Losses) on Derivatives

(33)

(33)

(33)
Pension Liability Adjustment

(277)

(277)

(277)
Treasury Stock, at Average Cost

(14,395)
(14,395)
(14,395)
Total Shareholders' Equity

28,959
28,959

28,959
Total Capitalization

$ 35,528
$ 36,055

$ 37,055

(1)
These as adjusted and as further adjusted amounts include the U.S. dollar equivalent of the aggregate principal amount of the notes offered as part of
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Form 424(b)(2)
the March 12 issuance, converted from yen using the exchange rate of ¥108.1200 = U.S.$1.00 on February 28, 2020, as announced by the U.S.
Federal Reserve Board.

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DESCRIPTION OF THE NOTES
Set forth below is a description of the specific terms of the notes. This description supplements, and should be read together with, the
description of the general terms and provisions of the securities set forth in the accompanying prospectus under the caption "Description of Debt
Securities." The following description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the indenture dated as
of May 21, 2009, as supplemented by a twenty-seventh supplemental indenture, to be dated April 1, 2020, which we collectively refer to as the "Senior
Debt Indenture", between Aflac Incorporated, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, which we refer to as the
"Trustee", pursuant to which the notes will be issued. All capitalized terms herein that are not defined within this prospectus supplement shall have the
same meanings as defined in the Senior Debt Indenture. As used in this "Description of the Notes" section, unless the context otherwise requires,
references to "we," "us," "our" or "the Company" refer to Aflac Incorporated.
General
The notes will be issued as a series of senior debt securities under the Senior Debt Indenture and will be limited in aggregate principal
amount to $1,000,000,000. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Payments of
principal of, and interest on, the notes will be made in U.S. dollars. The provisions of the Senior Debt Indenture pertaining to satisfaction and discharge of
the indenture and unclaimed moneys will apply to the notes.
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 (except for the issue date, public offering price, and, if applicable, the initial interest payment
date) 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. Provided that such additional notes are fungible for U.S. federal income tax
purposes with any then-existing notes, any additional notes, together with the notes offered by this prospectus supplement, will constitute a single series of
debt securities under the Senior Debt Indenture.
The notes are our unsecured obligations and will rank equally and pari passu with all of our existing and future unsecured senior
indebtedness from time to time outstanding.
Maturity
If not previously redeemed, the entire principal amount of the notes will mature and become due and payable, together with any accrued and
unpaid interest thereon, on April 1, 2030.
Interest
Each note will bear interest at 3.600% per year, from the most recent date on which interest has been paid or duly provided for or, if no
interest has been paid, from the date of original issuance until such principal amount or overdue installment is paid or made available for payment. We will
pay interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2020, each of which we refer to as an interest payment
date. We will pay interest to those persons who were holders of record on the March 15 or September 15 immediately preceding the applicable interest
payment date.
Interest payments for the notes shall be computed and paid on the basis of a 360-day year consisting of twelve, 30-day months. In the event
that any date on which interest is payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next
succeeding day that is a business day

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Form 424(b)(2)
(and without any interest or other payment in respect of any such delay), except that, if such next succeeding business day is in the next succeeding
calendar year, such payment will be made on the immediately preceding business day, in each case with the same force and effect as if such payment was
made on the date such payment was originally payable.
The interest payable by us on a note on any interest payment date and on the maturity date, subject to certain exceptions, will be paid to the
person in whose name such note is registered at the close of business on or immediately preceding such interest payment date, whether or not a business
day. However, interest that we pay on the maturity date or a Redemption Date (as defined below) will be payable to the person to whom the principal will
be payable.
Optional redemption of the notes
The notes will be redeemable, at the sole option of the Company, in whole at any time or in part from time to time (a "Redemption Date"), at
a redemption price (the "Redemption Price"). The Redemption Price for the notes, at any time prior to January 1, 2030 (three months prior to the maturity
date of the notes) (a "Par Call Date"), will be equal to the greater of (1) 100% of the aggregate principal amount of the notes to be redeemed and (2) an
amount equal to the sum of the present values of the remaining scheduled payments for principal of and interest on the notes to be redeemed that would be
due if the notes matured on the Par Call Date, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points; plus, in
each case (1) and (2), accrued and unpaid interest on the principal amount of the notes to be redeemed to, but excluding, such Redemption Date.
On or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest thereon to the Redemption Date.
"Treasury Rate" means (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the
remaining life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury
Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third business day
preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker (as defined below)
as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes (assuming, for
this purpose, that the notes matured on the Par Call Date).
"Independent Investment Banker" means one of Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC,
SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC and their respective successors, appointed by the Company or, if such firm is
unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the
Company.

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Table of Contents
"Comparable Treasury Price" means with respect to any Redemption Date for the notes (1) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Wells
Fargo Securities, LLC, and a primary U.S. government securities dealer (a "Primary Treasury Dealer") selected by SMBC Nikko Securities America, Inc.,
and their respective successors; provided that if any of the foregoing or their respective successors shall cease to be a Primary Treasury Dealer, the
Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third business day preceding such Redemption Date.
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Document Outline

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