DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Unum Group

 

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Unum:  A Review of Performance,
Compensation and Governance

2
Executive Summary
Performance Highlights
Compensation
Governance
Voting Recommendations
Appendix:  Non-GAAP Reconciliation
Contents

3
Executive Summary
Unum has a track record of consistently strong performance during a challenging
business and economic cycle. Key 2014 financial highlights include:
Record operating earnings per share (EPS) of $3.55, our ninth consecutive year of operating EPS
growth; Compound Annual Growth Rate (CAGR) of 6.7% over the seven year period ending
December 31, 2014
Book Value Per Share increased 2.8% for 2014, our sixth consecutive year of growth; CAGR of
6.8% for the seven year period ending December 31, 2014
Consolidated operating ROE of 11.4% including14.7% in our three primary operating businesses
Pre-tax operating income of $1.29 billion
Strengthened our LTC reserves for future benefits by $453.8 million on an after-tax basis
o
A decision that was almost universally well received by the marketplace
Maintained a high credit quality portfolio with a default rate that is among the best in the industry

4
Executive Summary
The quality and strength of our balance sheet allows us to remain committed to deploying the excess
capital generated through our business.
In 2014 we increased the dividend rate by 13.8%. Since 2007 we have paid dividends of $884 million
We repurchased $301 million of our outstanding stock, bringing our total repurchases to $2.8 billion since 2007 or
32% of our outstanding shares
Unum’s Board and senior management team have been committed to a rigorous leadership
development and succession planning process for many years.
In early 2015, we executed on a carefully planned, seamless leadership succession plan
This followed a series of executive-level appointments over the past three years, during which the Company has
continued to generate consistently strong operating results and financial returns
In addition to the strong 2014 results noted above and those further illustrated on slides 6-8, we
believe that our disciplined approach in this sustained low interest rate environment has allowed us
to outperform our peers over the long-term, as demonstrated on slides 9-10.
Unum has a record of being responsive to a wide array of constituents including shareholders,
customers, claimants, regulators, our employees and our communities. Accordingly, we regularly
solicit feedback from shareholders and are responsive to their concerns.
We believe that these consistent results and our long-standing commitment to each of our
constituents
has
led
to
a
Wall
Street
consensus
of
“buy/hold”
ratings
across
the
board.

Performance Highlights

6
(ex AOCI)
Operating EPS
1
Book Value Per Share
1
Performance Highlights
CONSISTENT GROWTH IN EPS AND BVPS
6.7%
CAGR
*Does not reflect impact of ASU 2010-26 and special items
†Does not reflect the impact of ASU  2014-01
1
See Non-GAAP Reconciliation in the Appendix
6.8%
CAGR

7
Performance Highlights
STRONG RETURN ON EQUITY
2014 Operating Return on Equity 
Average
equity
excludes
negative
allocation
of
corporate
deficit
and
will
therefore
not
add
to
100%
1
Does
not
reflect
the
impact
of
ASU
2014-01;
See
Non-GAAP
Reconciliation
in
the
Appendix
% AVERAGE CONSOLIDATED GAAP EQUITY
52%
8%
15%
35%
AVERAGE CONSOLIDATED GAAP EQUITY*
Total
11.4%
13.5%
18.3%
16.8%
2.9%
Unum US
Unum UK
Colonial Life
Closed Block
1

8
Performance Highlights
A TRACK RECORD OF CONSISTENT AND PREDICTABLE CAPITAL DEPLOYMENT
*December 31, 2007 common shares outstanding.

9
Ending December 31, 2014
Cumulative Total Shareholder Return
Performance Highlights
EXCEPTIONAL LONG TERM SHAREHOLDER RETURNS

10
10-Year Period Ending December 31, 2014
Indexed Cumulative Total Shareholder Return
Performance Highlights
EXCEPTIONAL LONG TERM SHAREHOLDER RETURNS
2004
2005
2006          2007           2008
2009
2010
2011          2012
2013
2014
130.5%
127.9%
109.4%
79.4%

Compensation

12
Compensation
REASONABLE CEO COMPENSATION
CEO compensation is both reasonable and appropriate in view of our performance
when compared against the prior year and when compared to applicable peer groups
Adjusting for the impact of the actuarial Change in Pension Value ($3.2 million) and Company
retirement contributions available to all eligible employees (not a CEO-specific benefit; $496,000),
CEO 2014 compensation ($9.619 million) increased 5.7% year over year
The Change in Pension Value is subject to actuarial assumptions that are beyond our Human
Capital Committee’s control and discretion
A significant portion ($496,000) of our CEO’s All Other Compensation relates to Company
contributions that are available to all eligible employees
Eliminating
the
impact
of
these
two
compensation
elements,
which
are
not
tied
to
2014
performance,
our
CEO’s
pay
in
2014
($9.619
million)
was
well
below
the
median
CEO
pay
of
the
our proxy peer group ($12.242 million, excluding the change in pension value)

13
Compensation
2014 AND 2015 DECISIONS
The May 2014 say-on-pay vote passed with 97% approval and we have not changed
our pay practices since that time
We have
continued
to
implement
the
changes
that
we
began
in
2013
which
were
based
on
shareholder feedback
Beginning with the 2015 grant, we expanded the mix of performance share units (PSUs) from
25% to 50% of long-term incentive for all NEOs other than the CEO (who already had a 50%
PSU mix)
The PSUs have a pre-established 3-year average EPS and ROE goals, modified by up to
+/-20% based upon relative TSR against a group of peers
As disclosed in our 2014 proxy, the Human Capital Committee in February 2014
removed relative TSR hurdles from our CEO’s annual and long-term incentive targets
based on:
The competitiveness of his compensation;
The Company’s performance during 2013 (71.8% TSR) and over the past several years; and
His strategic leadership of the Company, especially during a difficult financial environment

Governance

15
Governance
OUR GOVERNANCE COMMITMENT
Unum is responsive to shareholders and committed to good corporate governance
Separate chairman and CEO roles, including a lead independent director for 2015
Pay for performance
Frozen defined benefit plans, including CEO’s SERP
Annual say-on-pay votes
Robust stock ownership and retention requirements for senior officers and directors
Anti-pledging and anti-hedging policies applicable to both executives and directors
No poison pill
Majority voting for directors
Board declassification
in
progress
(all
directors
will
stand
for
election
annually
in
2016)
Annual Board, committee and individual director evaluations
Substantially independent Board (13 of 15 directors are independent)
Restriction on other board and audit committee service
Executive sessions of independent directors at each regularly scheduled board meeting
High attendance by directors (average attendance of 97% in 2014)
Double-trigger (change in control and termination) required for accelerated vesting of equity
Independent compensation consultant to the Human Capital Committee
Minimal perquisites
No new excise tax gross-ups since 2010 (new CEO and CFO relinquished their gross-ups upon
recent promotions as of April 1, 2015)

Voting Recommendations

17
The Unum Board of Directors strongly believes that Unum’s compensation programs
have been designed and implemented in the best interests of shareholders and aligns
pay to Company performance.
The Board is committed to good corporate governance and continues to be responsive
to shareholders.
Therefore, the Board urges shareholders to vote “FOR”
all the voting items
including Say-on-Pay, election of the proposed slate of directors, and ratification
of Ernst & Young as the company’s audit firm.
Voting Recommendations
Even if you have already voted, you can change your vote at any time before the
2015 Annual meeting as described in more detail in the 2015 Proxy Statement. 
For assistance in changing your vote, contact Innisfree M&A Incorporated toll-free
at 1-888-750-5834.

Appendix

19
Appendix
RECONCILIATION OF NON-GAAP MEASURES
2014
2013
Before-tax Operating Income (Loss)
Unum US
856.3
$               
859.0
$                    
Unum UK
147.8
                 
132.0
                      
Colonial Life
300.2
                 
284.9
                      
Closed Block
122.6
                 
109.4
                      
Corporate
(134.4)
                
(143.5)
                     
Total
1,292.5
              
1,241.8
                   
Net Realized Investment Gain
16.1
                    
6.8
                           
Non-operating Retirement-related Loss
(70.0)
                   
(32.9)
                       
Costs Related to Early Retirement of Debt
(13.2)
                   
-
                             
Long-term Care Reserve Increase
(698.2)
                
-
                             
Unclaimed Death Benefits Reserve Increase
-
                         
(95.5)
                       
Group Life Waiver of Premium Benefit Reserve Reduction
-
                         
85.0
                         
Income Tax
(113.8)
                
(347.1)
                     
Net Income
413.4
$               
858.1
$                    
(in millions)
Year Ended December 31
2014
2013
2012
2011
2010
2009
2008
Total Stockholders' Equity (Book Value)
33.90
$               
33.30
$                   
31.87
$               
27.91
$               
26.80
$               
24.25
$               
17.94
$               
Net Unrealized Gain on Securities
1.15
0.52
3.23
2.11
1.31
1.16
(2.53)
Net Gain on Cash Flow Hedges
1.55
1.52
1.48
1.39
1.14
1.12
1.38
Subtotal
31.20
31.26
27.16
24.41
24.35
21.97
19.09
Foreign Currency Translation Adjustment
(0.45)
(0.18)
(0.26)
(0.41)
(0.34)
(0.23)
(0.52)
Subtotal
31.65
31.44
27.42
24.82
24.69
22.20
19.61
Unrecognized Pension and Postretirement Benefit Costs
(1.59)
(0.88)
(2.13)
(1.51)
(1.00)
(1.00)
(1.23)
Total Stockholders' Equity, Excluding Accumulated
Other Comprehensive Income
33.24
$               
32.32
$                   
29.55
$               
26.33
$               
25.69
$               
23.20
$               
20.84
$               
December 31
(per share)

20
Appendix
RECONCILIATION OF NON-GAAP MEASURES
2014
2013
2012
2011
2010
2009
2008
2007*
2006*
2005*
After-tax Operating Income
3.55
$                 
3.32
$                     
3.15
$                 
2.98
$                 
2.73
$                 
2.64
$                 
2.54
$                 
2.25
$                 
1.85
$                 
1.69
$                 
Net Realized Investment Gain (Loss), Net of Tax
0.05
0.02
0.13
(0.01)
0.05
-
(0.89)
(0.12)
0.01
(0.02)
Non-operating Retirement-related Loss, Net of Tax
(0.18)
(0.08)
(0.11)
(0.07)
(0.06)
(0.09)
(0.03)
(0.04)
(0.05)
(0.05)
Costs Related to Early Retirement of Debt, Net of Tax
(0.04)
-
-
-
-
-
-
-
-
-
Long-term Care Reserve Increase, Net of Tax
(1.77)
-
-
-
-
-
-
-
-
-
Unclaimed Death Benefits Reserve Increase, Net of Tax
-
(0.24)
-
-
-
-
-
-
-
Group Life Waiver of Premium Benefit Reserve Reduction, Net of Tax
-
0.21
-
-
-
-
-
-
-
-
Deferred Acquisition Costs Impairment and Reserve Charges for
-
Long-term Care Closed Block, Net of Tax
-
-
-
(1.65)
-
-
-
-
-
-
-
-
-
(0.39)
-
-
-
-
-
-
Regulatory Reassessment Charges, Net of Tax
-
-
-
-
-
-
-
(0.10)
(0.79)
(0.16)
Special Tax Items and Debt Extinguishment Costs
-
-
-
0.08
(0.03)
-
-
(0.10)
0.23
0.14
Other, Net of Tax
-
-
-
-
-
-
-
-
(0.04)
0.01
Income from Continuing Operations
1.61
3.23
3.17
0.94
2.69
2.55
1.62
1.89
1.21
1.61
Income from Discontinued Operations
-
-
-
-
-
-
-
0.02
0.02
0.03
Net Income
1.61
$                 
3.23
$                     
3.17
$                 
0.94
$                 
2.69
$                 
2.55
$                 
1.62
$                 
1.91
$                 
1.23
$                 
1.64
$                 
* Does not reflect the impact of ASU 2010-26.
Reserve Charge for Individual Disability Closed Block, Net of Tax
(per diluted common share)
Year Ended December 31