Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934   Date of Report (Date of earliest event reported) September 14, 2022   Aflac Incorporated (Exact name of registrant as specified in its charter)   Georgia   001-07434   58-1167100 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1932 Wynnton Road   Columbus   Georgia   31999 (Address of principal executive offices)           (Zip Code)   706 . 323.3431 (Registrant’s telephone number, including area code)     (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $.10 Par Value   AFL   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨         Item 8.01 Other Events.   On September 14, 2022, Aflac Incorporated (the “Company”) issued (i) ¥33,400,000,000 aggregate principal amount of 1.075% Senior Notes due 2029 (the “2029 Notes”), (ii) ¥21,100,000,000 aggregate principal amount of 1.320% Senior Notes due 2032 (the “2032 Notes”), (iii) ¥6,500,000,000 aggregate principal amount of 1.594% Senior Notes due 2037 (the “2037 Notes”) and (iv) ¥12,000,000,000 aggregate principal amount of 2.144% Senior Notes due 2052 (the “2052 Notes” and, together with the 2029 Notes, the 2032 Notes and the 2037 Notes, the “Notes”). The Notes were offered by the Company in a public offering pursuant to the Company’s Registration Statement on Form S-3ASR (No. 333-259379) (the “Registration Statement”), the prospectus dated September 7, 2021, and the related prospectus supplement dated September 2, 2022. The Company intends to use the net proceeds from the offering, together with cash at hand and borrowings from its senior term loan facility, to fund all or a portion of the redemption price of its 3.625% Senior Notes due 2024, of which $750,000,000 principal amount is outstanding and its 3.25% Senior Notes due 2025, of which $450,000,000 principal amount is outstanding. The Company intends to use proceeds in excess of such redemption price, if any, for general corporate purposes.   The sale of the Notes was made pursuant to the terms of an underwriting agreement, dated September 2, 2022 (the “Underwriting Agreement”), by and among the Company and the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. acted as representatives. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.   The 2029 Notes bear interest at the rate of 1.075% per annum from and including their date of issuance to, but excluding, September 14, 2029, or early redemption. The 2032 Notes bear interest at the rate of 1.320% per annum from and including their date of issuance to, but excluding, December 14, 2032 or early redemption. The 2037 Notes bear interest at the rate of 1.594% per annum from and including their date of issuance to, but excluding, September 14, 2037, or early redemption. The 2052 Notes bear interest at the rate of 2.144% per annum from and including their date of issuance to, but excluding, September 13, 2052. Interest on the Notes is payable semi-annually in arrears on March 14 and September 14 each year, beginning on March 14, 2023, except that the final interest payment date in 2032, in the case of the 2032 Notes, and in 2052, in the case of the 2052 Notes, shall be their respective maturity date. For the avoidance of doubt, September 14, 2032 will not be an interest payment date in the case of the 2032 Notes, but rather, the second (and final) interest payment date in 2032 will be on the maturity date of the 2032 Notes. On or after three months, in the case of the 2029 Notes, and six months, in the case of the 2032 Notes and 2037 Notes, prior to their respective maturity date, the applicable series of Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100% of the aggregate principal amount of the applicable series of Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Notes to be redeemed, if any, to, but not including, the redemption date.   The Notes are general unsecured obligations and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Notes were issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by (i) a thirty-fourth supplemental indenture, dated as of September 14, 2022 (the “Thirty-Fourth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2029 Notes, (ii) a thirty-fifth supplemental indenture, dated as of September 14, 2022 (the “Thirty-Fifth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2032 Notes, (iii) a thirty-sixth supplemental indenture, dated as of September 14, 2022 (the “Thirty-Sixth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2037 Notes and (iv) a thirty-seventh supplemental indenture, dated as of September 14, 2022 (the “Thirty-Seventh Supplemental Indenture”) between the Company and the Trustee, in the case of the 2052 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (1) in the case of the 2029 Notes, the Thirty-Fourth Supplemental Indenture, (2) in the case of the 2032 Notes, the Thirty-Fifth Supplemental Indenture, (3) in the case of the 2037 Notes, the Thirty-Sixth Supplemental Indenture and (4) in the case of the 2052 Notes, the Thirty-Seventh Supplemental Indenture. The Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.   The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Thirty-Fourth Supplemental Indenture (including the form of 2029 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Thirty-Fifth Supplemental Indenture (including the form of 2032 Notes included therein), a copy of which is attached hereto as Exhibit 4.2, the Thirty-Sixth Supplemental Indenture (including the form of 2037 Notes included therein), a copy of which is attached hereto as Exhibit 4.3 and the Thirty-Seventh Supplemental Indenture (including the form of 2052 Notes included therein), a copy of which is attached hereto as Exhibit 4.4, each of which is incorporated herein by reference.         ITEM 9.01 Financial Statements and Exhibits.   (d) Exhibits.   1.1- Underwriting Agreement, dated September 2, 2022 between Aflac Incorporated and Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule 1 thereto.   4.1- Thirty-Fourth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.075% Senior Note due 2029).   4.2- Thirty-Fifth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.320% Senior Note due 2032).   4.3- Thirty-Sixth Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 1.594% Senior Note due 2037).   4.4- Thirty-Seventh Supplemental Indenture, dated as of September 14, 2022, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.144% Senior Note due 2052).   5.1- Opinion of Audrey Boone Tillman, Esq., Executive Vice President and General Counsel of the Company, regarding the validity of the Notes.   5.2- Opinion of Sidley Austin LLP, regarding the validity of the Notes.   23.1- Consent of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).   23.2- Consent of Sidley Austin LLP (included as part of Exhibit 5.2 hereto).   104- The cover page from this Current Report on Form 8-K, formatted in Inline XBRL         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Aflac Incorporated     September 14, 2022 /s/ June Howard   June Howard   Senior Vice President, Financial Services   Chief Accounting Officer