Aflac Incorporated announced the pricing terms of its previously announced cash tender offer for up to an aggregate purchase price of $500,000,000 of its 6.900% Senior Notes due 2039 and its 6.45% Senior Notes due 2040.  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, and the related Letter of Transmittal.

In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on December 16, 2016.  As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on December 16, 2016 and whose Notes are accepted for purchase by Aflac.  The reference yields listed in the table were determined at 11:00 a.m., New York City time, on December 19, 2016 by the Joint Lead Dealer Managers for the Tender Offer (identified below).  The Total Consideration for each series of Notes includes an early tender premium of $50 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Aflac.

Subject to the terms and conditions of the Tender Offer, acceptance of the Notes will be subject to the Acceptance Priority Levels set forth in the table above based on the Maximum Tender Amount, with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level. Aflac will accept all of the 2039 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, and will accept the 2040 Notes on a pro rata basis. In addition, Aflac does not expect to accept any Notes tendered after the Early Tender Date. 

Aflac expects to make payment for the accepted Notes December 20, 2016. Aflac will promptly return any Notes tendered but not accepted for purchase.

In addition to the Total Consideration, all holders of Notes accepted for purchase in connection with the Early Tender Date will also receive accrued and unpaid interest, rounded to the nearest cent, on such Notes from the last applicable interest payment date up to, but not including, the settlement date.