Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 18 2017 - 12:30PM
Edgar (US Regulatory)
ISSUER FREE WRITING PROSPECTUS
(RELATING TO THE PRELIMINARY PROSPECTUS
SUPPLEMENT DATED OCTOBER 6, 2017 AND
THE PROSPECTUS DATED MAY 4, 2015)
REGISTRATION NO.
333-203839
OCTOBER 17, 2017
AFLAC INCORPORATED
¥60,000,000,000 2.108% SUBORDINATED DEBENTURES DUE 2047
FINAL TERM SHEET
Dated
October 17, 2017
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Issuer:
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Aflac Incorporated
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Securities:
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2.108% Subordinated Debentures due 2047
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Ratings (Moodys / S&P / R&I)*:
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Baa1 (stable) / BBB (stable) / BBB+ (stable)
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Security Type:
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Subordinated Fixed Rate Debentures
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Trade Date:
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October 17, 2017
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Settlement Date (T+4)**:
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October 23, 2017
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Denominations:
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¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
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Joint Book-Running Managers:
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Mizuho International plc; Morgan Stanley & Co. International plc; SMBC Nikko Securities America, Inc.
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Co-Managers:
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Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Wells Fargo Securities, LLC; Merrill Lynch International
Academy Securities, Inc.; Drexel Hamilton, LLC
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Principal Amount:
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¥60,000,000,000
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Underwriting Discount:
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0.70%
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Maturity Date:
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October 23, 2047
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Coupon:
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2.108%
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Reference Rate:
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0.308%
(equivalent to
10-year
Swap Offered Rate on Bloomberg GDCO 157 1, rounded up to three decimal places)
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Spread to Reference Rate:
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+ 180 bps
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Yield to Maturity:
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2.108%
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Interest Reset Date:
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From and including October 23, 2027 to, but excluding, the maturity date or the date of earlier redemption, the rate of the interest of the debentures will be reset on each of October 23, 2027, October 23, 2032,
October 23, 2037 and October 23, 2042 (each a reset date), to an annual interest rate equal to the then-current JPY
5-year
Swap Offered Rate plus 205 basis points
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JPY
5-year
Swap Offered Rate:
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(i) The offered rate for Japanese yen swaps with a term of five (5) years which appears on the Bloomberg Page GDCO 157 1 at 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date, (ii) if the rate specified in
(i) above does not
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appear or Bloomberg Page GDCO 157 1 is unavailable at 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date, the ask rate for Japanese yen swaps with a term of five (5) years which appears on the Quote
Recap page of Bloomberg Page JYSW5 TTFX Curncy QR at 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date, or (iii) if neither the rates specified in (i) nor (ii) above appear or if neither Bloomberg Page GDCO 157 1 nor
Bloomberg Page JYSW5 TTFX Curncy QR is available at 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date, the ask rate for Japanese yen swaps with a term of five (5) years which appears on the Quote Recap page of
Bloomberg Page JYSW5 TTFX Curncy QR immediately before 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date; provided that such rate shall be the ask rate for Japanese yen swaps with a term of five (5) years on the Interest Rate
Determination Date (Tokyo time).
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Interest Rate Determination Date
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In respect of each reset interest period, the day which is two (2) Business Days prior to the reset date immediately prior to the first day of such reset interest period.
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Public Offering Price:
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100% of principal amount
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Proceeds, Before Expenses:
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¥59,580,000,000
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Interest Payment Dates:
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Semi-annually in arrears on April 23 and October 23, commencing on April 23, 2018
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Record Dates:
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April 8 and October 8 of each year
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Optional Redemption:
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In whole or in part, on any interest payment date, on or after October 23, 2027, at a redemption price equal to their principal
amount plus accrued and unpaid interest to, but excluding, the date of redemption;
in whole, but not in part, at any time, within 90 days of the occurrence of a tax event (as defined in Description of the
DebenturesOptional redemption of the debentures) at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; or
in whole, but not in part, at any time, within 90 days of the occurrence of a
rating agency event (as defined in Description of the DebenturesOptional redemption of the debentures) at a redemption price equal to their principal amount plus accrued and unpaid interest to, but excluding, the date
of redemption.
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Day Count:
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30/360
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Business Day Centers:
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New York, London, Tokyo
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Governing Law:
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New York
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CUSIP/ISIN/Common Code:
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001055 AT9 / XS1702964351 / 170296435
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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**
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We expect that delivery of the debentures will be made to investors on or about October 23, 2017, which is the fourth Tokyo business day following the date of this final term sheet (such settlement being referred
to as T+4). Under the E.U. Central Securities Depositories Regulation, trades in the secondary market are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. Also, under Rule
15c6-1
under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade debentures earlier than the second London business day, or the second New York business day, before October 23, 2017 will be required, by virtue of the fact that the debentures initially will settle
T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
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The issuer has filed a registration statement (including a prospectus and related prospectus supplement) with
the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus supplement and prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for free by EDGAR at the SEC web site at
www.sec.gov
. Alternatively, you may obtain a copy of the prospectus by calling Mizuho
International plc toll-free at
+44-20-7090-6321,
Morgan Stanley & Co. International plc toll-free at
1-866-718-1649
or SMBC Nikko Securities America, Inc. toll-free at
1-888-868-6856
or by email at
prospectus@smbcnikko-si.com.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
automatically generated as a result of this communication being sent by Bloomberg or another email system.
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