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) July 29, 2020
_________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |||
_________________________________________________________________________________________________________________________________________________________
(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 | ||
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.
Aflac Incorporated held its previously scheduled quarterly conference call on July 29, 2020 at 9:00 a.m. (ET). As a result of technical difficulties during the call, some portions of the prepared remarks were indiscernible during the call, on replays and on transcripts. A written copy of the full "Prepared Remarks" has been posted under "Quarterly Results" on investors.aflac.com.
The information contained on the website referenced above is not incorporated by reference into this Form 8-K. Further, the website URL is intended to be an inactive textual reference only.
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:
• | the effects of COVID-19, and any resulting economic effects and government interventions, on the Company's business and financial results |
• | ability to attract and retain qualified sales associates, brokers, employees, and distribution partners |
• | events related to the Japan Post investigation and other matters |
• | competitive environment and ability to anticipate and respond to market trends |
• | deviations in actual experience from pricing and reserving assumptions |
• | ability to continue to develop and implement improvements in information technology systems |
• | defaults and credit downgrades of investments |
• | exposure to significant interest rate risk |
• | concentration of business in Japan |
• | limited availability of acceptable yen-denominated investments |
• | failure to comply with restrictions on policyholder privacy and information security |
• | 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 |
• | catastrophic events including, but not necessarily limited to, epidemics, pandemics (such as the coronavirus COVID-19), tornadoes, hurricanes, earthquakes, tsunamis, war or other military action, terrorism or other acts of violence, and damage incidental to such events |
• | difficult conditions in global capital markets and the economy |
• | ability to protect the Aflac brand and the Company's reputation |
• | extensive regulation and changes in law or regulation by governmental authorities |
• | foreign currency fluctuations in the yen/dollar exchange rate |
• | tax rates applicable to the Company may change |
• | decline in creditworthiness of other financial institutions |
• | significant valuation judgments in determination of amount of impairments taken on the Company's investments |
• | U.S. tax audit risk related to conversion of the Japan branch to a subsidiary |
• | 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 |
• | changes in accounting standards |
• | level and outcome of litigation |
• | allegations or determinations of worker misclassification in the United States |
1
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 | ||
July 29, 2020 | /s/ June Howard | |
(June Howard) | ||
Senior Vice President, Financial Services | ||
Chief Accounting Officer | ||
2