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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 30, 2019
G247539TX_PG26.JPG
Aflac Incorporated
_________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
 
Georgia
001-07434
 
  
58-1167100
(State or other jurisdiction
(Commission
 
  
(IRS Employer
of incorporation)
File Number)
 
  
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 7.01 Regulation FD Disclosure


On September 30, 2019, Aflac Life Insurance Japan Ltd. ("Aflac Japan") issued a press release in the Japan market, and in the Japanese language, regarding the results of Aflac Japan's internal voluntary review of cancer insurance solicitation by Japan Post Co., Ltd. and Japan Post Insurance Co., Ltd. A provisional English translation of the press release is attached hereto as Exhibit 99.1.

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. Aflac Incorporated and its subsidiaries, including Aflac Life Insurance Japan Ltd. (collectively, the “Company”) desire to take advantage of these provisions. This current report and the press release attached hereto as Exhibit 99.1 contain 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. The Company 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:

•
decreases in the Company’s sales of cancer insurance in the Japan Post Group system
•
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


1


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 - Press release of Aflac Life Insurance Japan Ltd. dated September 30, 2019.





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 30, 2019
 
  /s/ June Howard
 
 
 
 
 
    (June Howard)
 
 
Senior Vice President, Financial Services
 
 
Chief Accounting Officer



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EXHIBIT INDEX:
 
-
 
Press release of Aflac Life Insurance Japan Ltd. dated September 30, 2019.
 
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