Aflac Incorporated Announces Termination of Exchange Offer

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Sep 14, 2011, 05:51 ET

COLUMBUS, Ga., Sept. 14, 2011 /PRNewswire/ -- Aflac Incorporated (NYSE: AFL) (the Company) announced today the termination of its previously announced private offer (the Exchange Offer) to exchange its outstanding $850 million aggregate principal amount of 8.5% senior notes due 2019 (CUSIP No. 001055AC6) (Old Notes) for new senior notes due 2022 (the New Notes), in accordance with the Company's offering memorandum dated August 31, 2011 (the Offering Memorandum) and the related letter of transmittal.

The Exchange Offer was subject to a minimum condition (the Minimum Tender Condition) that no less than $250 million aggregate principal amount of New Notes must be issuable for Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on September 14, 2011 (the Early Participation Date). The Minimum Tender Condition has not been met as of the Early Participation Date; therefore, the Company has elected to terminate the Exchange Offer pursuant to the terms and conditions of the Exchange Offer, as specified in the Offering Memorandum. None of the Old Notes were accepted for exchange in the Exchange Offer. All Old Notes heretofore tendered and not validly withdrawn pursuant to the terminated Exchange Offer and not accepted for exchange will be returned promptly to the tendering holder thereof in accordance with applicable law at the Company's expense.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Exchange Offer is being made solely by the Offering Memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

FORWARD-LOOKING INFORMATION

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. 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 generally; governmental actions for the purpose of stabilizing the financial markets; defaults and downgrades in certain securities in our investment portfolio; impairment of financial institutions; credit and other risks associated with Aflac's investment in perpetual securities; differing judgments applied to investment valuations; subjective determinations of amount of impairments taken on our investments; realization of unrealized losses; limited availability of acceptable yen-denominated investments; concentration of our investments in any particular sector or issuer; concentration of business in Japan; ongoing changes in our industry; exposure to significant financial and capital markets risk; fluctuations in foreign currency exchange rates; significant changes in investment yield rates; deviations in actual experience from pricing and reserving assumptions; subsidiaries' ability to pay dividends to the Parent Company; changes in law or regulation by governmental authorities; ability to attract and retain qualified sales associates and employees; ability to continue to develop and implement improvements in information technology systems; changes in U.S. and/or Japanese accounting standards; decreases in our financial strength or debt ratings; level and outcome of litigation; ability to effectively manage key executive succession; catastrophic events including, but not necessarily limited to, tornadoes, hurricanes, earthquakes, tsunamis, and radiological disasters; and failure of internal controls or corporate governance policies and procedures.

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Analyst and investor contact – Robin Y. Wilkey, 706.596.3264 or 800.235.2667 FAX: 706.324.6330, or [email protected]
Media contact – Laura Kane, 706.596.3493, FAX: 706.320.2288, or [email protected]

SOURCE Aflac Incorporated