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Section 1: 8-K (8-K)

Document


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 18, 2018
 
 
 
 
 
 
 
 
 
 
UNUM GROUP
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-11294
 
62-1598430 
(State or other jurisdiction of incorporation)
 
 (Commission File Number)
 
(IRS Employer Identification No.)

1 Fountain Square
Chattanooga, Tennessee 37402
(Address of principal executive offices) (Zip Code)


(423) 294-1011
(Registrant's telephone number, including area code)


Not Applicable
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

 
 
o
Emerging growth company
 
 
o
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 18, 2018, Unum Group (the “Company”) announced that it has substantially completed its reserve review for its long-term care block of business, previously referenced in the Company's second quarter of 2018 earnings release. Based on its analysis and subject to final close procedures for the quarter, the Company expects to increase its long-term care GAAP reserves in the third quarter of 2018 by approximately $590 million after-tax, or approximately $750 million before-tax. In addition, the Company estimates the impact to its statutory reserves will be approximately $200 million on a before-tax basis.
Senior management of the Company is conducting a conference call for shareholders and analysts on September 18, 2018, at 8:00 a.m. Eastern time, to discuss the reserve review. The call will be a live webcast and accompanied by a slide presentation. A news release related to the long-term care reserve review, which includes dial-in details for the conference call and instructions for accessing the webcast and slide presentation, is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The slide presentation concerning the reserve review is furnished herewith as Exhibit 99.2 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished, but not filed, with this report:
 
 






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.

 
Unum Group
 
(Registrant)
 
 
 
 
 
 
Date: September 18, 2018
By:
/s/ J. Paul Jullienne
 
 
Name:
J. Paul Jullienne
 
 
Title:
Vice President, Managing Counsel, and
 
 
 
Corporate Secretary
 
 
 
 






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

 
Exhibit 99.1
395040204_unumimagea27.jpg
1 Fountain Square
Chattanooga, TN 37402
www.unum.com


news
FOR IMMEDIATE RELEASE
 
 
Contacts
 
 
INVESTORS
Tom White


423 294 8996

 
MEDIA
Jim Sabourin

423 294 6043

Unum Group Announces Results of Long-term Care Reserve Review

CHATTANOOGA, Tenn. (September 18, 2018) - Unum Group (NYSE: UNM) is announcing today that it has substantially completed its reserve review for its long-term care block of business, previously referenced in the company's second quarter 2018 earnings release. Based on its analysis, the company expects to increase its long-term care GAAP reserves in the third quarter of 2018 by approximately $590 million after-tax, or approximately $750 million before-tax. Third quarter 2018 results are expected to be announced on October 24, 2018.

The company estimates the impact to its statutory reserves will be approximately $200 million on a before-tax basis, covering both its active life and claim reserves for long-term care for all its legal entities.

The company's capital deployment plan remains unchanged and Unum intends to resume share repurchase activity following the release of its third quarter 2018 results.

The above amounts are subject to the company’s final close procedures for the third quarter and may change when the company closes the quarter in amounts it believes immaterial.

A presentation outlining the company’s reserve assumptions as well as sensitivities of these assumptions can be found in the Investors section of its website at www.unum.com, which can be directly accessed at www.investors.unum.com.

Members of Unum Group senior management will conduct a conference call for shareholders and analysts this morning, September 18, 2018 at 8:00 a.m. Eastern time, to discuss the reserve review. Interested parties are invited to listen to the call by dialing the appropriate number.

For callers in the U.S. and Canada: 888-254-3590,
For international callers: 323-994-2093
Conference ID 7938612

A live webcast of the call will also be available at www.investors.unum.com in a listen-only mode. It is recommended that interested parties access the webcast approximately 5-10 minutes prior to the start of the call. The company will maintain a replay of the webcast on

UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.





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its website. Interested parties may also access a replay of the call through Tuesday, September 25, 2018 by dialing the appropriate number.

For callers in the U.S. toll free: 888-203-1112
For callers in the U.S. toll: 719-457-0820
Conference ID 7938612


# # #


UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.





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ABOUT UNUM GROUP

Unum Group (www.unum.com) is a leading provider of financial protection benefits in the United States and the United Kingdom. Its primary businesses are Unum US, Colonial Life, and Unum UK. Unum’s portfolio includes disability, life, accident and critical illness, dental and vision coverage, which help protect millions of working people and their families in the event of an illness or injury. Unum also provides stop-loss coverage to help self-insured employers protect against unanticipated medical costs. The company reported revenues of $11.3 billion in 2017 and provided $6.9 billion in benefits.

For more information, connect with us on Facebook, Twitter and LinkedIn.

SAFE HARBOR STATEMENT

Certain information in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, or other developments and speak only as of the date made. These forward-looking statements, including statements about potential capital plans, are not guarantees of future results and are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. The following factors, in addition to other factors mentioned from time to time, may cause actual results to differ materially from those contemplated by the forward-looking statements: (1) sustained periods of low interest rates; (2) fluctuation in insurance reserve liabilities and claim payments due to changes in claim incidence, recovery rates, mortality and morbidity rates, and policy benefit offsets due to, among other factors, the rate of unemployment and consumer confidence, the emergence of new diseases, epidemics, or pandemics, new trends and developments in medical treatments, the effectiveness of our claims operational processes, and changes in governmental programs; (3) unfavorable economic or business conditions, both domestic and foreign, that may result in decreases in sales, premiums, or persistency, as well as unfavorable claims activity; (4) legislative, regulatory, or tax changes, both domestic and foreign, including the effect of potential legislation and increased regulation in the current political environment; (5) investment results, including, but not limited to, changes in interest rates, defaults, changes in credit spreads, impairments, and the lack of appropriate investments in the market which can be acquired to match our liabilities; (6) a cyber attack or other security breach could result in the unauthorized acquisition of confidential data; (7) the failure of our business recovery and incident management processes to resume our business operations in the event of a natural catastrophe, cyber attack, or other event; (8) execution risk related to our technology needs; (9) increased competition from other insurers and financial services companies due to industry consolidation, new entrants to our markets, or other factors; (10) changes in our financial strength and credit ratings; (11) damage to our reputation due to, among other factors, regulatory investigations, legal proceedings, external events, and/or inadequate or failed internal controls and procedures; (12) actual experience in the broad array of our products that deviates from our assumptions used in pricing, underwriting, and reserving; (13) changes in accounting standards, practices, or policies; (14) effectiveness of our risk management program; (15) contingencies and the level and results of litigation; (16) availability of reinsurance in the market and the ability of our reinsurers to meet their obligations to us; (17) ineffectiveness of our derivatives hedging programs due to changes in the economic environment, counterparty risk, ratings downgrades, capital market volatility, changes in interest rates, and/or regulation; (18) fluctuation in foreign currency exchange rates; (19) ability to generate sufficient internal liquidity and/or obtain external financing; (20) recoverability and/or realization of the carrying value of our intangible assets, long-lived assets, and deferred tax assets; and (21) terrorism, both within the U.S. and abroad, ongoing military actions, and heightened security measures in response to these types of threats.

For further discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Part 1, Item 1A “Risk Factors” of Unum Group’s annual report on Form 10-K for the year

UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.





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ended December 31, 2017 and its subsequently filed quarterly reports on Form 10-Q. The forward-looking statements in this news release are being made as of the date of this news release, and the company expressly disclaims any obligation to update or revise any forward-looking statement contained herein, even if made available on our website or otherwise.







UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.

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Section 3: EX-99.2 (EXHIBIT 99.2)

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