Aflac Incorporated Announces Notes Tender Offer

COLUMBUS, Ga., Dec. 5, 2016 /PRNewswire/ -- Aflac Incorporated (NYSE: AFL) announced today it has commenced a tender offer (the "Tender Offer") to purchase for cash up to a purchase price of $400,000,000 (excluding accrued interest,  fees and expenses) (the "Maximum Tender Amount") of its 6.900% Senior Notes due 2039 (the "2039 Notes") and its 6.45% Senior Notes due 2040 (the "2040 Notes" and, together with the 2039 Notes, the "Notes"). The amounts of each series of Notes to be purchased will be determined in accordance with the acceptance priority levels specified in the table below in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level.

The following table sets forth some of the terms of the Tender Offer:

The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated December 5, 2016 (the "Offer to Purchase"), and the related Letter of Transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on January 3, 2017, unless extended or earlier terminated by Aflac (the "Expiration Date"). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 16, 2016 (the "Early Tender Date"), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The consideration paid in the Tender Offer for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the table above and in the Offer to Purchase (the "Total Consideration"). Holders of Notes that are validly tendered and not withdrawn at or prior to the Early Tender Date and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $50 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Premium"). Holders of Notes who validly tender their Notes following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. Holders who tender less than all of their Notes of either series must continue to hold Notes of such series in the minimum authorized denomination of $2,000 principal amount or an integral multiple of $1,000 in excess thereof.  The Total Consideration will be determined at 11:00 a.m., New York City time, on December 19, 2016 unless extended by Aflac (the "Tender Offer Price Determination Date"). Tenders of Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof.

Payments for Notes of each series purchased will include accrued and unpaid interest from and including the most recent interest payment date for such series of Notes up to, but not including, the applicable settlement date for such Notes. The settlement date for Notes that are validly tendered on or prior to the Early Tender Date is expected to be December 20, 2016. The settlement date for the Notes that are tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be January 4, 2017 (the "Final Settlement Date"), assuming the Maximum Tender Amount is not purchased on the Early Settlement Date.

Subject to the Maximum Tender Amount, all 2039 Notes validly tendered and not validly withdrawn on or before the Early Tender Date will be accepted before any tendered 2040 Notes, and all 2039 Notes validly tendered after the Early Tender Date will be accepted before any 2040 Notes tendered after the Early Tender Date. However, even if the Tender Offer is not fully subscribed as of the Early Tender Date, subject to the Maximum Tender Amount, Notes validly tendered and not validly withdrawn on or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

Notes of a series may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, holders who validly tender Notes following the Early Tender Date will not have any of their Notes accepted for payment.

Aflac's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. Aflac reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount; or (iv) otherwise amend the Tender Offer in any respect.

Aflac has retained Goldman, Sachs & Co. and Wells Fargo Securities, LLC as the Joint Lead Dealer Managers and Mizuho Securities USA Inc. and SMBC Nikko Securities America, Inc. as Co-Dealer Managers. D.F. King & Co., Inc. is the Information Agent and Depositary. For additional information regarding the terms of the tender offer, please contact: Goldman, Sachs & Co at (800) 828-3182 (toll free) or (212) 357-1452 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (for banks and brokers only), (888) 887-1266 (for all others toll-free) or by email at aflac@dfking.com or to the Joint Lead Dealer Managers at their respective telephone numbers.

This news release does not constitute an offer or an invitation by Aflac to participate in the tender offer in any jurisdiction in which it is unlawful to make such an offer or solicitation. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Aflac

When a policyholder gets sick or hurt, Aflac pays cash benefits fast. For six decades, Aflac insurance policies have given policyholders the opportunity to focus on recovery, not financial stress. In the United States, Aflac is the leading provider of voluntary insurance at the worksite. Through its trailblazing One Day Pay^SM initiative, Aflac U.S. can receive, process, approve and disburse payment for eligible claims in one business day. In Japan, Aflac is the leading provider of medical and cancer insurance and insures one in four households. Aflac individual and group insurance products help provide protection to more than 50 million people worldwide. For 10 consecutive years, Aflac has been recognized by Ethisphere as one of the World's Most Ethical Companies. In 2016, Fortune magazine recognized Aflac as one of the 100 Best Companies to Work For in America for the 18th consecutive year and included Aflac on its list of Most Admired Companies for the 15th time, ranking the company No. 1 in innovation for the insurance, life and health category for the second consecutive year. In 2015, Aflac's contact centers were recognized by J.D. Power by providing "An Outstanding Customer Service Experience" for the Live Phone Channel. Aflac Incorporated is a Fortune 500 company listed on the New York Stock Exchange under the symbol AFL. To find out more about Aflac and One Day Pay^SM, visit aflac.com or espanol.aflac.com.

Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" to encourage companies to provide prospective information, so long as those informational statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. Aflac desires to take advantage of these provisions. This document contains cautionary statements identifying important factors that could cause actual results to differ materially from those projected herein, and in any other statements made by company officials in communications with the financial community and contained in documents filed with the Securities and Exchange Commission (SEC).

Forward-looking statements are not based on historical information and relate to future operations, strategies, financial results or other developments. Furthermore, forward-looking information is subject to numerous assumptions, risks and uncertainties. In particular, statements containing words such as "expect," "anticipate," "believe," "goal," "objective," "may," "should," "estimate," "intends," "projects," "will," "assumes," "potential," "target" or similar words as well as specific projections of future results, generally qualify as forward-looking. Aflac undertakes no obligation to update such forward-looking statements. We caution readers that the following factors, in addition to other factors mentioned from time to time, could cause actual results to differ materially from those contemplated by the forward-looking statements: difficult conditions in global capital markets and the economy; governmental actions for the purpose of stabilizing the financial markets; defaults and credit downgrades of securities in our investment portfolio; exposure to significant interest rate risk; concentration of business in Japan; limited availability of acceptable yen-denominated investments; failure to comply with restrictions on patient privacy and information security; foreign currency fluctuations in the yen/dollar exchange rate; deviations in actual experience from pricing and reserving assumptions; subsidiaries' ability to pay dividends to Aflac Incorporated; ability to continue to develop and implement improvements in information technology systems; concentration of our investments in any particular single-issuer or sector; decline in creditworthiness of other financial institutions; ability to attract and retain qualified sales associates and employees; differing judgments applied to investment valuations; significant valuation judgments in determination of amount of impairments taken on our investments; credit and other risks associated with Aflac's investment in perpetual securities; decreases in our financial strength or debt ratings; inherent limitations to risk management policies and procedures; extensive regulation and changes in law or regulation by governmental authorities; interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems; catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, acts of terrorism and damage incidental to such events; changes in U.S. and/or Japanese accounting standards; ability to effectively manage key executive succession; level and outcome of litigation; increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans; ongoing changes in our industry; loss of consumer trust resulting from events external to our operations; and failure of internal controls or corporate governance policies and procedures.

Additional factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout Aflac's periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.

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Analyst and investor contact – Robin Y. Wilkey, 706.596.3264 or 800.235.2667; FAX: 706.324.6330 or rwilkey@aflac.com
Media contact – Catherine Blades, 706.596.3014; FAX: 706.320.2288 or cblades@aflac.com

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SOURCE Aflac Incorporated