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) December 27, 2019
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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 7.01 Regulation FD Disclosure.
On December 27, 2019, Japan’s Financial Services Agency issued three-month business suspension orders to Japan Post Company, Ltd. (JPC) and Japan Post Insurance Co., Ltd. (JPI) for the sale of JPI insurance products. The Ministry of Internal Affairs and Communications also issued a three-month business suspension order to JPC for the sale of JPI insurance products. The sale of Aflac Life Insurance Japan Ltd. (Aflac Japan) cancer insurance products is not within the scope of the three-month business suspension orders. Aflac Japan expects to continue selling cancer insurance through JPC and JPI while continuing to further reinforce the robust training and internal control framework for cancer insurance solicitation.
Aflac Incorporated (the Company) reiterated that it expects cancer sales through the Japan Post channel to recover in the second half of 2020, as initially stated on its 2020 outlook call on December 2, 2019. While 2020 cancer insurance sales through Japan Post could decline from 2019 levels more than the 20% to 30% assumption previously disclosed on the 2020 outlook call, the Company expects no material impact to 2020 earned premium guidance. In addition, Aflac Incorporated reaffirms the guidance provided on the 2020 outlook call with regard to adjusted earnings per share and capital deployment.
Separately, Japan Post Group announced the resignation of the chief executives of Japan Post Holdings Co., Ltd., JPC and JPI on December 27, 2019, effective January 5, 2020. Given the strong alliance framework and long standing relationship with the Japan Post Group, Aflac Incorporated and Aflac Japan do not anticipate any significant impact to the strategic and capital alliance and look forward to working with the new management teams to further enhance the strategic partnership.
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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. The company 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,” "outlook" 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.
The company cautions 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:
• | events related to the ongoing Japan Post investigation |
• | difficult conditions in global capital markets and the economy |
• | exposure to significant interest rate risk |
• | concentration of business in Japan |
• | foreign currency fluctuations in the yen/dollar exchange rate |
• | limited availability of acceptable yen-denominated investments |
• | U.S. tax audit risk related to conversion of the Japan branch to a subsidiary |
• | deviations in actual experience from pricing and reserving assumptions |
• | ability to continue to develop and implement improvements in information technology systems |
• | competitive environment and ability to anticipate and respond to market trends |
• | ability to protect the Aflac brand and the Company's reputation |
• | ability to attract and retain qualified sales associates, brokers, employees, and distribution partners |
• | 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 |
• | failure to comply with restrictions on patient privacy and information security |
• | extensive regulation and changes in law or regulation by governmental authorities |
• | tax rates applicable to the Company may change |
• | defaults and credit downgrades of investments |
• | decline in creditworthiness of other financial institutions |
• | significant valuation judgments in determination of amount of impairments taken on the Company's investments |
• | subsidiaries' ability to pay dividends to the Parent Company |
• | decreases in the Company's financial strength or debt ratings |
• | inherent limitations to risk management policies and procedures |
• | concentration of the Company's investments in any particular single-issuer or sector |
• | differing judgments applied to investment valuations |
• | ability to effectively manage key executive succession |
• | catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, terrorism or other acts of violence, and damage incidental to such events |
• | changes in accounting standards |
• | increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans |
• | level and outcome of litigation |
• | allegations or determinations of worker misclassification in the United States |
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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 | ||
December 27, 2019 | /s/ June Howard | |
(June Howard) | ||
Senior Vice President, Financial Services | ||
Chief Accounting Officer | ||
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EXHIBIT INDEX:
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