TABLE OF CONTENTS



		Page
	Cautionary Statement Regarding Forward-Looking Statements	1

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Consolidated Balance Sheets at ~~March 31,~~June 30, 2019 and December 31, 2018	3

	Consolidated Statements of Income for the three and six months ended ~~March 31,~~June 30, 2019 and 2018	5

	Consolidated Statements of Comprehensive Income for the three and six months ended ~~March 31,~~June 30, 2019 and 2018	6

	Consolidated Statements of Stockholders' Equity for the three and six months ended ~~March 31,~~June 30, 2019 and 2018	7

	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018	8

	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5964

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9098

Item 4.	Controls and Procedures	9098

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	9199

Item 1A.	Risk Factors	9199

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9199

Item 6.	Exhibits	92100

	Signatures	93101

Cautionary Statement Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the Act) provides a "safe harbor" to encourage companies to provide prospective information, as long as those 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. Certain information contained in this Quarterly Report on Form 10-Q (including certain statements in the consolidated financial statements and related notes and Management's Discussion and Analysis), or in any other written or oral statements made by us in communications with the financial community or contained in documents filed with the Securities and Exchange Commission (SEC), may be considered forward-looking statements within the meaning of the Act. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, or other developments. Forward-looking statements speak only as of the date made. We undertake no obligation to update these statements, even if made available on our website or otherwise. These statements may be made directly in this document or may be made part of this document by reference to other documents filed by us with the SEC, a practice which is known as "incorporation by reference." You can find many of these statements by looking for words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "plans," "assumes," "intends," "projects," "goals,” "objectives," or similar expressions in this document or in documents incorporated herein.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. We caution readers that 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:

Sustained periods of low interest rates.

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.

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.

Changes in or interpretations of laws and regulations, including tax laws and regulations.

A cyber attack or other security breach could result in the unauthorized acquisition of confidential data.

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.

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.

Increased competition from other insurers and financial services companies due to industry consolidation, new entrants to our markets, or other factors.

Changes in our financial strength and credit ratings.

Our ability to execute on our technology systems upgrades or replacements.

Damage to our reputation due to, among other factors, regulatory investigations, legal proceedings, external events, and/or inadequate or failed internal controls and procedures.

Actual experience in the broad array of our products that deviates from our assumptions used in pricing, underwriting, and reserving.

Changes in accounting standards, practices, or policies.

Effectiveness of our risk management program.

Contingencies and the level and results of litigation.

Availability of reinsurance in the market and the ability of our reinsurers to meet their obligations to us.

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.

Fluctuation in foreign currency exchange rates.

Ability to generate sufficient internal liquidity and/or obtain external financing.

Recoverability and/or realization of the carrying value of our intangible assets, long-lived assets, and deferred tax assets.

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 of our annual report on Form 10-K for the year ended December 31, 2018.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

Unum Group and Subsidiaries


	March 31		December 31		June 30		December 31
	2019		2018		2019		2018
	(in millions of dollars)				(in millions of dollars)
	(Unaudited)				(Unaudited)
Assets

Investments
Fixed Maturity Securities - at fair value (amortized cost: $40,474.2; $40,275.2)	$	44,782.6	$	43,011.7
Fixed Maturity Securities - at fair value (amortized cost: $40,804.8; $40,275.2)					$	46,440.2	$	43,011.7
Mortgage Loans	2,206.6		2,295.0		2,218.9		2,295.0
Policy Loans	3,673.3		3,729.9		3,633.1		3,729.9
Other Long-term Investments	696.7		702.9		735.0		702.9
Short-term Investments	1,194.4		968.1		1,367.2		968.1
Total Investments	52,553.6		50,707.6		54,394.4		50,707.6

Other Assets
Cash and Bank Deposits	62.1		94.0		60.8		94.0
Accounts and Premiums Receivable	1,712.2		1,615.5		1,716.4		1,615.5
Reinsurance Recoverable	4,717.7		4,662.4		4,752.8		4,662.4
Accrued Investment Income	742.2		690.6		803.2		690.6
Deferred Acquisition Costs	2,298.2		2,309.4		2,301.9		2,309.4
Goodwill	351.0		350.3		350.1		350.3
Property and Equipment	548.2		546.9		556.1		546.9
Deferred Income Tax	30.2		109.9		—		109.9
Other Assets	906.3		789.0		908.0		789.0

Total Assets	$	63,921.7	$	61,875.6	$	65,843.7	$	61,875.6

~~See notes to consolidated financial statements.~~

~~CONSOLIDATED BALANCE SHEETS - Continued~~

~~Unum Group and Subsidiaries~~

March 31 December 31
2019 2018
(in millions of dollars)
(Unaudited)
Liabilities and Stockholders' Equity

Liabilities
Policy and Contract Benefits $ 1,708.6
$ 1,695.7
Reserves for Future Policy and Contract Benefits 46,109.4
44,841.9
Unearned Premiums 417.7
363.3
Other Policyholders’ Funds 1,608.2
1,594.8
Income Tax Payable 268.3
24.0
Long-term Debt 2,958.7
2,971.3
Other Liabilities 1,790.3
1,762.8

Total Liabilities 54,861.2
53,253.8

Commitments and Contingent Liabilities - Note 11

Stockholders' Equity
Common Stock, $0.10 par
Authorized: 725,000,000 shares
Issued: 305,565,569 and 305,104,548 shares 30.5
30.5
Additional Paid-in Capital 2,328.5
2,321.7
Accumulated Other Comprehensive Loss (502.3 ) (814.2 )
Retained Earnings 10,083.1
9,863.1
Treasury Stock - at cost: 93,275,293 and 90,551,513 shares (2,879.3 ) (2,779.3 )

Total Stockholders' Equity 9,060.5
8,621.8

Total Liabilities and Stockholders' Equity $ 63,921.7
$ 61,875.6

See notes to consolidated financial statements.

CONSOLIDATED ~~STATEMENTS OF INCOME (UNAUDITED)~~BALANCE SHEETS - Continued

Unum Group and Subsidiaries

Three Months Ended March 31
2019 2018
(in millions of dollars, except share data)
Revenue
Premium Income $ 2,338.7
$ 2,250.0
Net Investment Income 594.7
602.3
Realized Investment Gain (Loss)
Other-Than-Temporary Impairment Loss on Fixed Maturity Securities —
(1.0 )
Net Realized Investment Gain (Loss), Excluding Other-Than-Temporary Impairment Loss on Fixed Maturity Securities 1.1
(1.2 )
Net Realized Investment Gain (Loss) 1.1
(2.2 )
Other Income 53.1
49.5
Total Revenue 2,987.6
2,899.6

Benefits and Expenses
Benefits and Change in Reserves for Future Benefits 1,840.8
1,807.9
Commissions 290.1
282.3
Interest and Debt Expense 42.1
40.2
Deferral of Acquisition Costs (173.7 ) (169.3 )
Amortization of Deferred Acquisition Costs 170.6
151.5
Compensation Expense 226.5
221.7
Other Expenses 237.9
224.2
Total Benefits and Expenses 2,634.3
2,558.5

Income Before Income Tax 353.3
341.1

Income Tax (Benefit)
Current 54.3
89.4
Deferred 18.1
(21.8 )
Total Income Tax 72.4
67.6

Net Income $ 280.9
$ 273.5

Net Income Per Common Share
Basic $ 1.31
$ 1.23
Assuming Dilution $ 1.31
$ 1.23



	June 30			December 31
	2019			2018
	(in millions of dollars)
	(Unaudited)
Liabilities and Stockholders' Equity

Liabilities
Policy and Contract Benefits	$	1,751.4		$	1,695.7
Reserves for Future Policy and Contract Benefits	47,138.3			44,841.9
Unearned Premiums	448.3			363.3
Other Policyholders’ Funds	1,597.0			1,594.8
Income Tax Payable	250.2			24.0
Deferred Income Tax	37.0			—
Long-term Debt	3,341.2			2,971.3
Other Liabilities	1,827.2			1,762.8

Total Liabilities	56,390.6			53,253.8

Commitments and Contingent Liabilities - Note 11

Stockholders' Equity
Common Stock, $0.10 par
Authorized: 725,000,000 shares
Issued: 305,715,150 and 305,104,548 shares	30.6			30.5
Additional Paid-in Capital	2,335.6			2,321.7
Accumulated Other Comprehensive Loss	(242.5		)	(814.2		)
Retained Earnings	10,308.9			9,863.1
Treasury Stock - at cost: 96,139,958 and 90,551,513 shares	(2,979.5		)	(2,779.3		)

Total Stockholders' Equity	9,453.1			8,621.8

Total Liabilities and Stockholders' Equity	$	65,843.7		$	61,875.6

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Unum Group and Subsidiaries



	Three Months Ended June 30						Six Months Ended June 30
	2019			2018			2019			2018
	(in millions of dollars, except share data)
Revenue
Premium Income	$	2,343.1		$	2,221.0		$	4,681.8		$	4,471.0
Net Investment Income	624.9			623.6			1,219.6			1,225.9
Realized Investment Loss
Other-Than-Temporary Impairment Loss on Fixed Maturity Securities	—			—			—			(1.0		)
Net Realized Investment Loss, Excluding Other-Than-Temporary Impairment Loss on Fixed Maturity Securities	(7.3		)	(2.6		)	(6.2		)	(3.8		)
Net Realized Investment Loss	(7.3		)	(2.6		)	(6.2		)	(4.8		)
Other Income	56.0			48.3			109.1			97.8
Total Revenue	3,016.7			2,890.3			6,004.3			5,789.9

Benefits and Expenses
Benefits and Change in Reserves for Future Benefits	1,902.6			1,804.1			3,743.4			3,612.0
Commissions	284.4			273.5			574.5			555.8
Interest and Debt Expense	42.6			42.4			84.7			82.6
Deferral of Acquisition Costs	(170.3		)	(165.7		)	(344.0		)	(335.0		)
Amortization of Deferred Acquisition Costs	151.6			140.2			322.2			291.7
Compensation Expense	223.9			220.2			450.4			441.9
Other Expenses	229.9			220.8			467.8			445.0
Total Benefits and Expenses	2,664.7			2,535.5			5,299.0			5,094.0

Income Before Income Tax	352.0			354.8			705.3			695.9

Income Tax Expense (Benefit)
Current	74.0			80.6			128.3			170.0
Deferred	(3.2		)	(11.3		)	14.9			(33.1		)
Total Income Tax	70.8			69.3			143.2			136.9

Net Income	$	281.2		$	285.5		$	562.1		$	559.0

Net Income Per Common Share
Basic	$	1.33		$	1.29		$	2.64		$	2.53
Assuming Dilution	$	1.33		$	1.29		$	2.64		$	2.52

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Unum Group and Subsidiaries

Three Months Ended March 31
2019 2018
(in millions of dollars)
Net Income $ 280.9
$ 273.5

Other Comprehensive Income (Loss)
Change in Net Unrealized Gain on Securities Before Adjustment (net of tax expense (benefit) of $326.8; $(274.9)) 1,245.1
(1,042.1 )
Change in Adjustment to Deferred Acquisition Costs and Reserves for Future Policy and Contract Benefits, Net of Reinsurance (net of tax expense (benefit) of $(245.5); $212.1) (932.8 ) 807.9
Change in Net Gain on Hedges (net of tax benefit of $5.8; $2.3) (20.5 ) (8.8 )
Change in Foreign Currency Translation Adjustment (net of tax expense of $0.3; $ -) 17.3
47.5
Change in Unrecognized Pension and Postretirement Benefit Costs (net of tax expense of $0.7; $0.7) 2.8
3.1
Total Other Comprehensive Income (Loss) 311.9
(192.4 )

Comprehensive Income $ 592.8
$ 81.1



	Three Months Ended June 30						Six Months Ended June 30
	2019			2018			2019			2018
	(in millions of dollars)
Net Income	$	281.2		$	285.5		$	562.1		$	559.0

Other Comprehensive Income (Loss)
Change in Net Unrealized Gain on Securities Before Adjustment (net of tax expense (benefit) of $279.3; $(169.5); $606.1; $(444.4))	1,047.7			(635.0		)	2,292.8			(1,677.1		)
Change in Adjustment to Deferred Acquisition Costs and Reserves for Future Policy and Contract Benefits, Net of Reinsurance (net of tax expense (benefit) of $(201.2); $133.8; $(446.7); $345.9)	(760.7		)	503.4			(1,693.5		)	1,311.3
Change in Net Gain on Hedges (net of tax benefit of $2.8; $1.6; $8.6; $3.9)	(12.1		)	(6.7		)	(32.6		)	(15.5		)
Change in Foreign Currency Translation Adjustment (net of tax expense (benefit) of $0.1; $(0.3); $0.4; $(0.3))	(19.7		)	(61.8		)	(2.4		)	(14.3		)
Change in Unrecognized Pension and Postretirement Benefit Costs (net of tax expense of $1.3; $2.0; $2.0; $2.7)	4.6			6.3			7.4			9.4
Total Other Comprehensive Income (Loss)	259.8			(193.8		)	571.7			(386.2		)

Comprehensive Income	$	541.0		$	91.7		$	1,133.8		$	172.8

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

Unum Group and Subsidiaries


	Three Months Ended March 31						Three Months Ended June 30						Six Months Ended June 30
	2019			2018			2019			2018			2019			2018
	(in millions of dollars)						(in millions of dollars)
Common Stock
Balance at Beginning of Year and End of Period	$	30.5		$	30.5
Balance at Beginning of Period							$	30.5		$	30.5		$	30.5		$	30.5
Common Stock Activity							0.1			—			0.1			—
Balance at End of Period							30.6			30.5			30.6			30.5

Additional Paid-in Capital
Balance at Beginning of Year	2,321.7			2,303.3
Balance at Beginning of Period							2,328.5			2,302.4			2,321.7			2,303.3
Common Stock Activity	6.8			(0.9		)	7.1			6.2			13.9			5.3
Balance at End of Period	2,328.5			2,302.4			2,335.6			2,308.6			2,335.6			2,308.6

Accumulated Other Comprehensive Loss
Balance at Beginning of Year	(814.2		)	127.5
Balance at Beginning of Period							(502.3		)	(82.4		)	(814.2		)	127.5
Adjustment to Adopt Accounting Standard Update - Note 2	—			(17.5		)	—			—			—			(17.5		)
Balance at Beginning of Year, as Adjusted	(814.2		)	110.0
Balance at Beginning of Period, as Adjusted							(502.3		)	(82.4		)	(814.2		)	110.0
Other Comprehensive Income (Loss)	311.9			(192.4		)	259.8			(193.8		)	571.7			(386.2		)
Balance at End of Period	(502.3		)	(82.4		)	(242.5		)	(276.2		)	(242.5		)	(276.2		)

Retained Earnings
Balance at Beginning of Year	9,863.1			9,542.2
Balance at Beginning of Period							10,083.1			9,777.8			9,863.1			9,542.2
Adjustment to Adopt Accounting Standard Update - Note 2	(3.4		)	14.5			—			—			(3.4		)	14.5
Balance at Beginning of Year, as Adjusted	9,859.7			9,556.7
Balance at Beginning of Period, as Adjusted							10,083.1			9,777.8			9,859.7			9,556.7
Net Income	280.9			273.5			281.2			285.5			562.1			559.0
Dividends to Stockholders (per common share: $0.26; $0.23)	(57.5		)	(52.4		)
Dividends to Stockholders (per common share: $0.26; $0.23; $0.52; $0.46)							(55.4		)	(50.9		)	(112.9		)	(103.3		)
Balance at End of Period	10,083.1			9,777.8			10,308.9			10,012.4			10,308.9			10,012.4

Treasury Stock
Balance at Beginning of Year	(2,779.3		)	(2,428.6		)
Balance at Beginning of Period							(2,879.3		)	(2,528.8		)	(2,779.3		)	(2,428.6		)
Purchases of Treasury Stock	(100.0		)	(100.2		)	(100.2		)	(100.1		)	(200.2		)	(200.3		)
Balance at End of Period	(2,879.3		)	(2,528.8		)	(2,979.5		)	(2,628.9		)	(2,979.5		)	(2,628.9		)

Total Stockholders' Equity at End of Period	$	9,060.5		$	9,499.5		$	9,453.1		$	9,446.4		$	9,453.1		$	9,446.4

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Unum Group and Subsidiaries


							Six Months Ended June 30
	Three Months Ended March 31						2019			2018
	2019			2018			(in millions of dollars)
	(in millions of dollars)
Cash Flows from Operating Activities
Net Income	$	280.9		$	273.5		$	562.1		$	559.0
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Change in Receivables	(10.7		)	(29.4		)	57.2			52.3
Change in Deferred Acquisition Costs	(3.1		)	(17.8		)	(21.8		)	(43.3		)
Change in Insurance Reserves and Liabilities	90.7			183.8			243.6			291.3
Change in Income Taxes	253.1			56.4			236.7			(5.5		)
Change in Other Accrued Liabilities	(35.8		)	(110.4		)	15.0			(34.9		)
Non-cash Components of Net Investment Income	(95.6		)	(95.2		)	(231.4		)	(185.5		)
Net Realized Investment (Gain) Loss	(1.1		)	2.2
Net Realized Investment Loss							6.2			4.8
Depreciation	27.4			24.6			54.9			49.5
Other, Net	11.0			12.2			20.2			8.5
Net Cash Provided by Operating Activities	516.8			299.9			942.7			696.2

Cash Flows from Investing Activities
Proceeds from Sales of Fixed Maturity Securities	361.0			84.8			606.9			287.2
Proceeds from Maturities of Fixed Maturity Securities	369.6			469.8			811.1			1,523.6
Proceeds from Sales and Maturities of Other Investments	133.3			82.3			187.1			257.4
Purchases of Fixed Maturity Securities	(822.0		)	(835.4		)	(1,906.1		)	(1,931.3		)
Purchases of Other Investments	(53.2		)	(90.0		)	(153.0		)	(308.9		)
Net Sales (Purchases) of Short-term Investments	(217.9		)	450.9
Net Purchases of Short-term Investments							(388.3		)	(281.5		)
Net Decrease in Payables for Collateral on Investments	(107.9		)	(14.0		)	(100.0		)	(88.5		)
Net Purchases of Property and Equipment	(28.1		)	(29.1		)	(64.9		)	(59.6		)
Net Cash Provided (Used) by Investing Activities	(365.2		)	119.3
Net Cash Used by Investing Activities							(1,007.2		)	(601.6		)

Cash Flows from Financing Activities
Issuance of Long-term Debt							395.9			290.7
Long-term Debt Repayments	(15.0		)	(15.0		)	(30.0		)	(30.0		)
Issuance of Common Stock	1.4			1.3			3.5			2.6
Repurchase of Common Stock	(100.0		)	(105.7		)	(200.2		)	(205.8		)
Dividends Paid to Stockholders	(55.7		)	(52.4		)	(110.9		)	(103.3		)
Other, Net	(14.2		)	(15.9		)	(27.0		)	(26.7		)
Net Cash Used by Financing Activities	(183.5		)	(187.7		)
Net Cash Provided (Used) by Financing Activities							31.3			(72.5		)

Net Increase (Decrease) in Cash and Bank Deposits	(31.9		)	231.5			(33.2		)	22.1

Cash and Bank Deposits at Beginning of Year	94.0			77.4			94.0			77.4

Cash and Bank Deposits at End of Period	$	62.1		$	308.9		$	60.8		$	99.5

Level 1 - the highest category of the fair value hierarchy classification wherein inputs are unadjusted and represent quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - valued using inputs (other than prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument's anticipated life.

Level 3 - the lowest category of the fair value hierarchy and reflects the judgment of management regarding what market participants would use in pricing assets or liabilities at the measurement date. Financial assets and liabilities categorized as Level 3 are generally those that are valued using unobservable inputs to extrapolate an estimated fair value.

~~64.2~~63.1 percent of our fixed maturity securities were valued based on prices from pricing services that generally use observable inputs such as prices for securities or comparable securities in active markets in their valuation techniques. These assets were classified as Level 2.

~~3.4~~3.7 percent of our fixed maturity securities were valued based on one or more non-binding broker quotes, if validated by observable market data, or on TRACE prices for identical or similar assets absent current market activity. When only one price is available, it is used if observable inputs and analysis confirms that it is appropriate. These assets, for which we were able to validate the price using other observable market data, were classified as Level 2.

~~9.8~~9.6 percent of our fixed maturity securities were valued based on prices of comparable securities, matrix pricing, market models, and/or internal models or were valued based on non-binding quotes with no other observable market data. These assets were classified as either Level 2 or Level 3, with the categorization dependent on whether there was other observable market data.

Whether we expect to recover the entire amortized cost basis of the security

Whether we intend to sell the security or will be required to sell the security before the recovery of its amortized cost basis

Whether the security is current as to principal and interest payments

The significance of the decline in value

The time period during which there has been a significant decline in value

Current and future business prospects and trends of earnings

The valuation of the security's underlying collateral

~~Relevant industry conditions and trends relative to their historical cycles~~

Rating agency and governmental actions

Bid and offering prices and the level of trading activity

Adverse changes in estimated cash flows for securitized investments

Changes in fair value subsequent to the balance sheet date

Any other key measures for the related security

Debt service coverage ratio based on current operating income

Property location, including regional economics, trends and demographics

Age, condition, and construction quality of property

Current and historical occupancy of property

Lease terms relative to market

Tenant size and financial strength

Borrower's financial strength

Borrower's equity in transaction

Additional collateral, if any

~~Forward benchmark interest rate locks~~ are used to minimize interest rate risk associated with the anticipated purchase or disposal of fixed maturity securities. A forward benchmark interest rate lock is a derivative contract without an initial investment where we and the counterparty agree to purchase or sell a specific benchmark interest rate bond at a future date at a pre-determined price.

~~Interest rate swaps~~ are used to effectively convert certain of our fixed rate securities into floating rate securities which are used to fund our floating rate long-term debt. Under these swap agreements, we receive a variable rate of interest and pay a fixed rate of interest. Additionally, we use interest rate swaps to effectively convert certain fixed rate, long-term debt into floating rate long-term debt. Under these swap agreements, we receive a fixed rate of interest and pay a variable rate of interest.

~~Foreign currency interest rate swaps~~ are used to hedge the currency risk of certain foreign currency-denominated fixed maturity securities owned for portfolio diversification. Under these swap agreements, we agree to pay, at specified intervals, fixed rate foreign currency-denominated principal and interest payments in exchange for fixed rate payments in the functional currency of the operating segment.

~~Foreign currency interest rate swaps~~ previously designated as hedges were used to hedge the currency risk of certain foreign currency-denominated fixed maturity securities owned for portfolio diversification. These derivatives were effective hedges prior to novation to a new counterparty. In conjunction with the novation, these derivatives were de-designated as hedges. We agree to pay, at specified intervals, fixed rate foreign currency-denominated principal and interest payments in exchange for fixed rate payments in the functional currency of the operating segment. We hold offsetting swaps wherein we agree to pay fixed rate principal and interest payments in the functional currency of the operating segment in exchange for fixed rate foreign currency-denominated payments.

~~Interest rate swap~~ ~~was~~and used to ~~effectively convert certain of~~reduce our ~~floating~~exposure to interest rate ~~long-term debt into~~and duration risk are as follows:

•

Interest rate swaps are used to effectively convert certain of our fixed rate securities into floating rate securities which are used to fund our floating rate long-term debt. Under these swap agreements, we receive a variable rate of interest and pay a fixed rate of interest. Additionally, we use interest rate swaps to effectively convert certain fixed rate, long-term debt into floating rate long-term debt. Under these swap agreements, we receive a fixed rate of interest and pay a variable rate of interest.

Derivatives designated as either cash flow or fair value hedges and used to reduce our exposure to foreign currency risk are as follows:

•

Foreign currency interest rate swaps are used to hedge the currency risk of certain foreign currency-denominated fixed maturity securities owned for portfolio diversification. Under these swap agreements, we agree to pay, at specified intervals, fixed rate foreign currency-denominated principal and interest payments in exchange for fixed rate payments in the functional currency of the operating segment.

Derivatives not designated as hedging instruments and used to reduce our exposure to foreign currency risk, credit losses on securities owned, and interest rate risk are as follows:

•

Foreign currency interest rate swaps previously designated as hedges were used to hedge the currency risk of certain foreign currency-denominated fixed maturity securities owned for portfolio diversification. These derivatives were effective hedges prior to novation to a new counterparty. In conjunction with the novation, these derivatives were de-designated as hedges. We agree to pay, at specified intervals, fixed rate foreign currency-denominated principal and interest payments in exchange for fixed rate payments in the functional currency of the operating segment. We hold offsetting swaps wherein we agree to pay fixed rate principal and interest payments in the functional currency of the operating segment in exchange for fixed rate foreign currency-denominated payments.

•

Credit default swaps are used as economic hedges against credit risk but do not qualify for hedge accounting. A credit default swap is an agreement in which we agree with another party to pay, at specified intervals, a fixed-rate fee in exchange for insurance against a credit event on a specific investment. If a defined credit event occurs, our counterparty may either pay us a net cash settlement or we may surrender the specific investment to them in exchange for cash equal to the full notional amount of the swap. Credit events typically include events such as bankruptcy, failure to pay, or certain types of debt restructuring.


•	Interest rate swap was used to effectively convert certain of our floating rate, long-term debt into fixed rate long-term debt. Under this swap agreement, we received a variable rate of interest and paid a fixed rate of interest.


•	Foreign currency forward contractsare used to minimize foreign currency risk. A foreign currency forward is a derivative without an initial investment where we and the counterparty agree to exchange a specific amount of currencies, at a specific exchange rate, on a specific date. We use these forward contracts to hedge the currency risk arising from foreign-currency denominated securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Unum Group and ~~paid a fixed rate of interest.~~Subsidiaries

June 30, 2019

Note 5 - Derivative Financial Instruments - Continued

Derivative Risks

The basic types of risks associated with derivatives are market risk (that the value of the derivative will be adversely impacted by changes in the market, primarily the change in interest and exchange rates) and credit risk (that the counterparty will not perform according to the terms of the contract). The market risk of the derivatives should generally offset the market risk associated with the hedged financial instrument or liability. To help limit the credit exposure of the derivatives, we enter into master netting agreements with our counterparties whereby contracts in a gain position can be offset against contracts in a loss position. We also typically enter into bilateral, cross-collateralization agreements with our counterparties to help limit the credit exposure of the derivatives. These agreements require the counterparty in a loss position to submit acceptable collateral with the other counterparty in the event the net loss position meets or exceeds an agreed upon amount. ~~Our credit~~Credit exposure on derivatives is limited to the value of those contracts in a net gain position, including accrued interest receivable less collateral held. ~~As of March 31,~~At June 30, 2019, we ~~did not have any~~had no credit exposure on derivatives. As of December 31, 2018, we had $0.9 million credit exposure on derivatives. The table below summarizes the nature and amount of collateral received from and posted to our derivative counterparties.


	March 31, 2019		December 31, 2018		June 30, 2019		December 31, 2018
	(in millions of dollars)				(in millions of dollars)
Carrying Value of Collateral Received from Counterparties
Cash	$	20.2	$	24.0	$	22.3	$	24.0
Carrying Value of Collateral Posted to Counterparties
Fixed Maturity Securities	$	33.5	$	33.4	$	30.4	$	33.4

~~On June 13, 2018, an alleged securities class action lawsuit entitled~~

•

On June 13, 2018, an alleged securities class action lawsuit entitled Cynthia Pittman v. Unum Group, Richard McKenney, John McGarry, and Daniel Waxenberg was filed in the United States District Court for the Eastern District of Tennessee. The plaintiff seeks to represent purchasers of Unum Group publicly traded securities between January 31, 2018 and May 2, 2018. The plaintiff alleges the Company caused its shares to trade at artificially high levels by failing to disclose information about the rate of long-term care policy terminations and long-term care claim incidence resulting in misleading statements about capital management plans and long-term care reserves. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and seeks compensatory damages in an amount to be proven at trial. The Company strongly denies these allegations and will vigorously defend the litigation.

•

On July 13, 2018, an alleged securities class action lawsuit entitled Scott Cunningham v. Unum Group, Richard McKenney, John McGarry, and Daniel Waxenberg was filed in the United States District Court for the Eastern District of Tennessee. The allegations, class period, and damages claimed mirror those in the Pittman matter. The Company strongly denies these allegations and will vigorously defend the litigation.

•

On July 25, 2018, an alleged securities class action lawsuit entitled City of Taylor Police and Fire Retirement System v. Unum Group, Richard McKenney, John McGarry, Steve Zabel, and Daniel Waxenberg was filed in the United States District Court for the Eastern District of Tennessee. The plaintiff seeks to represent purchasers of Unum Group publicly traded securities between October 27, 2016 and May 1, 2018. The allegations and damages claimed mirror those in the Pittman matter. The Company strongly denies these allegations and will vigorously defend the litigation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Unum Group ~~Richard McKenney, John McGarry,~~ and ~~Daniel Waxenberg~~ ~~was filed in the United States District Court for the Eastern District of Tennessee. The plaintiff seeks to represent purchasers of Unum Group publicly traded securities between January 31, 2018~~Subsidiaries

June 30, 2019

Note 11 - Commitments and May 2, 2018. The plaintiff alleges the Company caused its shares to trade at artificially high levels by failing to disclose information about the rate of long-term care policy terminations and long-term care claim incidence resulting in misleading statements about capital management plans and long-term care reserves. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and seeks compensatory damages in an amount to be proven at trial. The Company strongly denies these allegations and will vigorously defend the litigation.Contingent Liabilities - Continued

~~On July 13, 2018, an alleged securities class action lawsuit entitled~~ ~~Scott Cunningham v. Unum Group, Richard McKenney, John McGarry, and Daniel Waxenberg~~ ~~was filed in the United States District Court for the Eastern District of Tennessee. The allegations, class period, and damages claimed mirror those in the~~ ~~Pittman~~ ~~matter. The Company strongly denies these allegations and will vigorously defend the litigation.~~

~~On July 25, 2018, an alleged securities class action lawsuit entitled~~ ~~City of Taylor Police and Fire Retirement System v. Unum Group, Richard McKenney, John McGarry, Steve Zabel, and Daniel Waxenberg~~ was filed in the United States District Court for the Eastern District of Tennessee. The plaintiff seeks to represent purchasers of Unum Group publicly traded securities between October 27, 2016 and May 1, 2018. The allegations and damages claimed mirror those in the ~~Pittman~~ ~~matter. The Company strongly denies these allegations and will vigorously defend the litigation.~~

On November 9, 2018, the court consolidated the Pittman, Cunningham, and City of Taylor Police and Fire Retirement System cases into one matter entitled In re Unum Group Securities Litigation, appointed a lead plaintiff and lead plaintiff’s counsel, and directed the plaintiff to file a consolidated amended complaint. On January 15, 2019, the plaintiff filed a consolidated amended complaint asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and seeks compensatory damages in an amount to be proven at trial as well as costs, expenses, and attorney’s fees. On March 18, 2019, the Company filed a motion to dismiss the consolidated amended complaint.

These lawsuits are in a very preliminary stage, the outcome is uncertain, and the Company is unable to estimate a range of reasonably possible losses. Reserves have not been established for these matters. Although we believe these claims lack merit, an adverse outcome in one or more of these actions could, depending on the nature, scope, and amount of the ruling, materially adversely affect our consolidated results of operations in a period.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued~~

~~Unum Group and Subsidiaries~~

~~March 31, 2019~~

~~Note 11 - Commitments and Contingent Liabilities - Continued~~

~~Shareholder Derivative Actions:~~ ~~Three alleged derivative lawsuits have been filed against individual defendants and Unum Group, as nominal defendant, as follows:~~

~~On September 27, 2018, a purported shareholder derivative lawsuit entitled~~ Vladimir Gusinsky Revocable Trust, Derivatively on Behalf of Unum Group v. Richard P. McKenney, John F. McGarry, Daniel J. Waxenberg, Steve Zabel, Kevin T. Kabat, E. Michael Caulfield, Gloria C. Larson, Timothy F. Keaney, Theodore H. Bunting, Jr., Cynthia L. Egan, Ronald P. O'Hanley, Francis L. Shammo, Joseph J. Echevarria, Thomas R. Watjen, Pamela H. Godwin, Edward J. Muhl, and Unum Group as nominal defendant was filed in the United States District Court for the District of Delaware. The complaint purports to assert claims on behalf of the Company against certain current and past members of our Board of Directors and Mr. McKenney for alleged misleading statements about the Company's long-term care business in the Company's proxy statement filed with the Securities and Exchange Commission on April 13, 2017 in violation of Section 14(a) of the Securities Exchange Act of 1934. The complaint also purports to assert claims on behalf of the Company against all individual defendants arising out of the Company's long-term care business for breach of fiduciary duties, waste of corporate assets and unjust enrichment. The complaint seeks compensatory damages in an amount to be proven at trial, changes to corporate governance and internal procedures, equitable and injunctive relief, restitution, costs, expenses, and attorney's fees. The Company strongly denies these allegations and will vigorously defend the litigation.

~~On October 23, 2018, a purported shareholder derivative lawsuit entitled~~ Steven Jenkins, Derivatively on Behalf of Unum Group v. Richard P. McKenney, John F. McGarry, Daniel J. Waxenberg, Steve Zabel, Kevin T. Kabat, E. Michael Caulfield, Gloria C. Larson, Timothy F. Keaney, Theodore H. Bunting, Jr., Cynthia L. Egan, Ronald P. O'Hanley, Francis J. Shammo, Joseph J. Echevarria, Thomas R. Watjen, Pamela H. Godwin, Edward J. Muhl, and Unum Group as nominal defendant ~~was filed in the United States District Court for the District of Delaware. The defendants, allegations, and damages claimed mirror those in the~~ ~~Gusinsky~~ ~~matter. The Company strongly denies these allegations and will vigorously defend the litigation.~~

~~On November 1, 2018, a purported shareholder derivative lawsuit entitled~~ Julie Nguyen, Derivatively on Behalf of Unum Group v. Richard P. McKenney, John F. McGarry, Daniel J. Waxenberg, Steve Zabel, Kevin T. Kabat, E. Michael Caulfield, Gloria C. Larson, Timothy F. Keaney, Theodore H. Bunting, Jr., Cynthia L. Egan, Ronald P. O'Hanley, Francis J. Shammo, Joseph J. Echevarria, Thomas R. Watjen, Pamela H. Godwin, Edward J. Muhl, and Unum Group as nominal defendant ~~was filed in the United States District Court for the District of Delaware. The defendants, allegations, and damages claimed mirror those in the~~ ~~Gusinsky~~ ~~matter. The Company strongly denies these allegations and will vigorously defend the litigation.~~

~~On December 10, 2018, the court consolidated the~~ ~~Gusinsky~~, ~~Jenkins, and~~ ~~Nguyen~~ ~~cases into one matter entitled~~ ~~In re Unum Group Stockholder Derivative Litigation~~, appointed co-lead counsel and liaison counsel for plaintiffs and directed the parties to propose a schedule of proceedings for the consolidated matter. On February 27, 2019, the court granted plaintiffs' motion to voluntarily dismiss the action without prejudice.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued~~

~~Unum Group and Subsidiaries~~

~~March 31, 2019~~

Note 12 - Leases

We lease certain buildings and equipment under various noncancelable operating lease agreements. In addition, we have sub-lease agreements on a limited number of our building lease agreements. The majority of our building leases and sub-leases expire within a five to ten year period and we generally have the option to renew at the end of the lease term for an additional five to ten year period at the fair rental value at the time of renewal. The majority of our equipment leases expire within a one to three year period and we generally have the option to renew at the end of the lease term for an additional one to three year period at the fair rental value at the time of renewal.

We do not have any lease agreements or sub-lease agreements that contain variable lease payments. In addition, we do not have lease agreements or sub-lease agreements that contain residual value guarantees or impose any restrictions or covenants with the lessors.

We determine if an arrangement is a lease at inception through a formal process that evaluates our right to control the use of an identified asset for a period of time in exchange for consideration. We account for the lease and non-lease components of our building leases separately and have elected to use the available practical expedient to account for the lease and non-lease components of our equipment leases as a single component. All of our leases are classified as operating, none of which are classified as short-term leases. For each operating lease, we calculate a lease liability at commencement date based on the present value of lease payments over the lease term and a corresponding right-of-use (ROU) asset, adjusted for lease incentives.

ROU assets represent our right to use an underlying asset for a specified lease term and are included in other assets in our consolidated balance sheet. Lease liabilities represent the present value of lease payments that we are obligated to pay arising from a lease and are included in other liabilities in our consolidated balance sheet. We consider the likelihood of renewal in determining the lease terms for the calculation of the ROU asset and lease liability. As most of our leases do not provide an implicit rate of interest, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate of interest when readily determinable.

Operating lease cost is calculated on a straight-line basis over the lease term and is included in other expenses in our consolidated statement of income. We amortize the ROU asset over the lease term on a pattern determined by the difference between the straight-line lease liability expense and the accretion of the imputed interest calculated on the lease liability.

~~Operating lease information is as follows:~~

Three Months Ended March 31, 2019
(in millions of dollars)
Lease Cost
Operating Lease Cost $ 7.5
Sublease Income (0.4 )
Total Lease Cost $ 7.1

Other Information
Cash Paid for Amounts Included in the Measurement of Lease Liabilities $ 7.3
Weighted-Average Remaining Lease Term 7 years
Weighted-Average Discount Rate 4.68 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Unum Group and Subsidiaries

~~March 31,~~June 30, 2019

Note 12 - Leases - Continued

Operating lease information is as follows:



	Three Months Ended			Six Months Ended
	June 30, 2019
	(in millions of dollars)
Lease Cost
Operating Lease Cost	$	7.1		$	14.6
Sublease Income	(0.4		)	(0.8		)
Total Lease Cost	$	6.7		$	13.8

Other Information
Cash Paid for Amounts Included in the Measurement of Lease Liabilities	$	7.3		$	14.6
Weighted-Average Remaining Lease Term				7 years
Weighted-Average Discount Rate				4.68		%

As of ~~March 31,~~June 30, 2019 aggregate undiscounted minimum net lease payments and the reconciliation to our lease liability are as follows:



Remainder of 2019	$	13.9
2020	25.0
2021	21.5
2022	18.0
2023	12.4
2024 and Thereafter	49.5
Total	$	140.3
Less Imputed Interest	22.8
Lease Liability	$	117.5

Remainder of 2019 $ 21.0
2020 24.7
2021 21.1
2022 17.7
2023 12.1
2024 and Thereafter 49.5
Total $ 146.1
Less Imputed Interest 24.0
Lease Liability $ 122.1

As of ~~March 31,~~June 30, 2019, the right-of-use asset was ~~$116.0~~$111.5 million.

Note 13 - Debt

During the ~~three~~six months ended ~~March 31,~~June 30, 2019, we made principal payments of ~~$15.0~~$30.0 million on our senior secured non-recourse notes issued by Northwind Holdings, LLC.

In April ~~29,~~ 2019, we amended the terms of our existing five-year unsecured revolving credit facility, increasing it from $400.0 million to $500.0 million. The credit facility, which was previously set to expire in 2021, was extended through April 2024. Under the terms of the amended agreement, we may request that the credit facility be increased up to $700.0 million, up from the previous amount of $600.0 million. We also may request, on up to two occasions, that the lenders' commitment termination dates be extended by one year. The credit facility provides for the issuance of letters of credit subject to certain terms and limitations. At ~~March 31,~~June 30, 2019, letters of credit totaling ~~$2.1~~$2.0 million had been issued from the credit facility, but there were no borrowed amounts outstanding.

Also onin April ~~29,~~ 2019, we separately entered into a three-year, $100.0 million unsecured revolving credit facility with a different syndicate of lenders, which is set to expire in April 2022. Under the terms of the agreement, we may request that the credit facility be increased up to $140.0 million. We also may request that the lenders' commitment termination dates be extended by

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - Continued

Unum Group and Subsidiaries

June 30, 2019

Note 13 - Debt - Continued

one year. The credit facility provides for the issuance of letters of credit subject to certain terms and limitations. At June 30, 2019, there have been no letters of credit issued from the credit facility and there were no borrowed amounts outstanding.

Borrowings under the credit facilities are for general corporate uses and are subject to financial covenants, negative covenants, and events of default that are customary. The two primary financial covenants include limitations based on our leverage ratio and consolidated net worth. We are also subject to covenants that limit subsidiary indebtedness. The credit facilities provide for borrowings at an interest rate based either on the prime rate or LIBOR.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

Unum Group, a Delaware general business corporation, and its insurance and non-insurance subsidiaries, which collectively with Unum Group we refer to as the Company, operate in the United States, the United Kingdom, Poland and, to a limited extent, in certain other countries. The principal operating subsidiaries in the United States are Unum Life Insurance Company of America, Provident Life and Accident Insurance Company, The Paul Revere Life Insurance Company, Colonial Life & Accident Insurance Company, Starmount Life Insurance Company, in the United Kingdom, Unum Limited, and in Poland, Unum Zycie TUiR S.A. (Unum Poland). We are a leading provider of financial protection benefits in the United States and the United Kingdom. Our products include disability, life, accident, critical illness, dental and vision, and other related services. We market our products primarily through the workplace.

We have three principal operating business segments: Unum US, Unum International, and Colonial Life. Our other segments are the Closed Block and Corporate segments. These segments are discussed more fully under "Segment Results" included herein in this Item 2.

The benefits we provide help protect people from the financial hardship of illness, injury, or loss of life by providing support when it is needed most. As one of the leading providers of employee benefits in the U.S. and the U.K., we offer a broad portfolio of products and services through the workplace.

Specifically, we offer group, individual, and voluntary benefits, either as stand-alone products or combined with other coverages, that help employers of all sizes attract and retain a stronger workforce while protecting the incomes and livelihood of their employees. We believe employer-sponsored benefits represent the single most effective way to provide workers with access to the information and options they need to protect their financial stability. Working people and their families, particularly those at lower and middle incomes, are perhaps the most vulnerable in today's economy yet are often overlooked by many providers of financial services and products. For many of these people, employer-sponsored benefits are the primary defense against the potentially catastrophic fallout of death, illness, or injury.

We have established a corporate culture consistent with the social values our products provide. We are committed not only to meeting the needs of our customers who depend on us, but also to operating with integrity and being accountable for our actions. Our sound and consistent business practices, strong internal compliance program, and comprehensive risk management strategy enable us to operate efficiently as well as to identify and address potential areas of risk in our business. We have also applied these same values to our social responsibility efforts. Because we see important links between the obligations we have to all of our stakeholders, we place a strong emphasis on contributing to positive change in our communities.

This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto in Part I, Item 1 contained in this Form 10-Q and with the "Cautionary Statement Regarding Forward-Looking Statements" included below the Table of Contents, as well as the discussion, analysis, and consolidated financial statements and notes thereto in Part I, Items 1 and 1A, and Part II, Items 6, 7, 7A, and 8 of our annual report on Form 10-K for the year ended December 31, 2018.

Operating Performance and Capital Management

For the ~~first~~second quarter of 2019, we reported net income of ~~$280.9~~$281.2 million, or ~~$1.31~~$1.33 per common share, compared to net income of $285.5 million, or $1.29 per diluted common share, in the same period of 2018. For the first six months of 2019, net income was $562.1 million, or $2.64 per diluted common share, compared to net income of ~~$273.5~~$559.0 million, or ~~$1.23~~$2.52 per diluted common share in the same period of 2018. Net income includes net realized investment gains and losses. Excluding net realized investment gains and losses, after-tax adjusted operating income in the second quarter of 2019 was ~~$280.3~~$286.9 million, or ~~$1.31~~$1.36 per diluted common share, compared to $287.6 million, or $1.30 per diluted common share, in the same period of 2018. After-tax adjusted operating income was $567.2 million, or $2.67 per diluted common share, in the first ~~quarter~~six months of ~~2019. Excluding net realized investment gains and losses, after-tax adjusted operating income was $275.1~~2019, compared to $562.7 million, or ~~$1.24~~$2.54 per diluted common share, in the first ~~quarter~~six months of 2018. See "Reconciliation of Non-GAAP and Other Financial Measures" contained in this Item 2 for a reconciliation of these items.

Our Unum US segment reported an increase in adjusted operating income of ~~3.4~~1.3 percent and 2.3 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to the same ~~period~~periods of 2018, ~~due primarily to~~with growth in premium income, ~~and favorable benefits experience,~~ partially offset by lower net investment ~~income and~~income. Also impacting the results for the six months ended 2019 was higher amortization of deferred acquisition costs. The benefit ratio for our Unum US segment ~~for the first quarter of 2019~~ was ~~65.3~~67.6 percent ~~compared to 66.8~~and 66.5 percent in the ~~same period~~second quarter and first six months of 2019, respectively, compared to 67.0 percent and 66.9 percent in the second quarter and first six months of 2018. Unum US sales increased ~~1.4~~12.1 percent and 5.9 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to the same ~~period~~periods of 2018. Relative to the prior year, persistency in our group product lines was favorable while persistency in our supplemental and voluntary product lines was less favorable.

Our Unum International segment reported ~~a decline~~an increase in adjusted operating income, as measured in U.S. dollars, of ~~2.3~~11.2 percent and 4.2 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to the same ~~period~~periods of ~~2018, as measured in U.S. dollars.~~2018. As measured in local currency, our Unum UK line of business reported an increase ~~of 0.9 percent~~ in adjusted operating income of 11.3 percent and 6.0 percent in the second quarter and first six months of 2019, respectively, compared to the same periods of 2018, due to premium growth and higher net investment income, partially offset by unfavorable benefits experience. The benefit ratio for Unum UK was 85.6 percent and 78.1 percent in the second quarter and first six months of 2019, respectively, compared to 76.7 percent and 74.3 percent in the same periods of 2018. Unum UK sales in local currency increased 0.5 percent and 7.6 percent in the second quarter and first six months of 2019 compared to the same periods of 2018. Persistency was favorable relative to the prior year.

Our Colonial Life segment reported a decrease in adjusted operating income of 0.2 percent in the second quarter of 2019 compared to the same period of 2018 ~~due primarily to growth in premium income and favorable benefits experience, partially offset by lower net investment income. The benefit ratio for Unum UK was 70.2~~but reported an increase of 2.4 percent in the first ~~quarter of 2019 compared to 71.9 percent in the same period of 2018. Unum UK sales in local currency increased 19.5 percent in the first quarter~~six months of 2019 compared to the same period of 2018. ~~Persistency~~Impacting the results in each period was ~~favorable relative to the prior year.~~

~~Our Colonial Life segment reported an increase in adjusted operating income of 5.2 percent in the first quarter of 2019 compared to the same period of 2018, due primarily to an increase in~~ premium ~~income and favorable benefits experience, partially offset by~~growth, lower net investment ~~income.~~income, and higher amortization of deferred acquisition costs. The benefit ratio for Colonial Life was ~~51.1~~51.4 percent and 51.2 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to ~~51.6~~51.0 percent and 51.3 percent in the same ~~period~~periods of 2018. Colonial Life sales ~~increased 4.9~~decreased 4.2 percent and 0.2 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to the same ~~period~~periods of 2018. Persistency was lower relative to the prior year.

Our Closed Block segment reported an increase in adjusted operating income of ~~7.3~~13.9 percent and 10.6 percent in the second quarter and first ~~quarter~~six months of 2019, respectively, compared to the same ~~period~~periods of 2018, due primarily to an increase in net investment income, partially offset by lower premium income. Benefits experience in our individual disability line of business ~~was less~~remains consistent with our expectations, with favorable experience in the ~~first~~second quarter of 2019 compared to the same prior year ~~but remains consistent with our expectations.~~period and slightly unfavorable experience during the first six months of 2019 compared to the same prior year period. Benefits experience in our long-term care line of business, during the second quarter and first ~~quarter~~six months of 2019 was not comparable to the ~~first quarter of 2018~~same prior year periods due to the update in our assumptions during the third quarter of 2018, but was consistent with our expectations. ~~See "Long-term Care Reserve Increase" herein for further information.~~

Although our profit margins continue to be pressured by the impact of the low interest rate environment on our net investment income yields, our invested asset quality remains strong. The net unrealized gain on our fixed maturity securities was ~~$4.3~~$5.6 billion at ~~March 31,~~June 30, 2019 compared to $2.7 billion at December 31, 2018, with the increase due to a decrease in U.S. Treasury rates and credit spreads during the first ~~three~~six months of 2019. The earned book yield on our investment portfolio was ~~4.94~~5.04 percent for the first ~~quarter~~six months of 2019 compared to a yield of 5.15 percent for full year 2018.

We believe our capital and financial positions are strong. At ~~March 31,~~June 30, 2019, the risk-based capital (RBC) ratio for our traditional U.S. insurance subsidiaries, calculated on a weighted average basis using the NAIC Company Action Level formula, was approximately ~~360~~365 percent, which is in line with our expectations. During the first ~~quarter~~six months of 2019, we repurchased ~~2.7~~5.6 million shares of Unum Group common stock under our share repurchase program, at a cost of approximately ~~$100~~$200 million. Our

weighted average common shares outstanding, assuming dilution, equaled ~~214.4~~211.1 million and ~~222.6~~221.1 million for the second quarter of 2019 and 2018, respectively, and 212.8 million and 221.8 million for first ~~quarter~~six months of 2019 and 2018, respectively, reflecting our capital management strategy of returning capital to shareholders through repurchases of our common stock. As of ~~March 31,~~June 30, 2019, Unum Group and our intermediate holding companies held fixed maturity securities, short-term investments, and cash of ~~$594~~$977 million.

2018 Long-term Care Reserve Increase

Policy reserves for our long-term care block of business are determined using the gross premium valuation method and, prior to the third quarter of 2018, were valued based on assumptions established as of December 31, 2014, the date of our last assumption update under loss recognition. Gross premium valuation assumptions do not change after the date of loss recognition unless reserves are again determined to be deficient. We undertake a review of policy reserve adequacy annually during the fourth quarter of each year, or more frequently if appropriate, using best estimate assumptions as of the date of the review.

During the third quarter of 2018, we completed our annual review of policy reserve adequacy, which incorporated our most recent experience and included a review of all assumptions. The review utilized internal and external data and outside consulting firms for quality assurance and industry benchmarking. Based on our analysis, during the third quarter of 2018, we updated our reserve assumptions and determined that our policy and claim reserves should be increased by $750.8 million, or $593.1 million after-tax, to reflect our current estimate of future benefit obligations. This increase was primarily driven by the update to our liability and interest rate assumptions, particularly claims incidence and claim termination rates, which resulted in an increase to reserves of approximately $2.2 billion. Partially offsetting the increase was the update to our assumptions for premium rate increases which decreased reserves approximately $1.4 billion, resulting in the net increase to reserves of $750.8 million.

U.K. Referendum

During 2016, the U.K. held a referendum and voted to leave the EU. The U.K. subsequently invoked Article 50 of the Treaty on European Union (EU) and the deadline to leave the EU is currently set for October 31, 2019, which was recently extended from the original date of March 29, 2019. We may see some continued dampening of growth in the U.K. as well as earnings volatility

due to the current disruption and uncertainty in the U.K. economy. We may also experience volatility in the fair values of our investments in U.K. and EU-based issuers, but we do not expect a material increase in other-than-temporary impairments or defaults, nor do we believe this volatility will impact our ability to hold these investments. The magnitude and longevity of potential negative economic impacts on our growth will depend on whether an agreement is reached between the U.K. and EU as a result of exit negotiations and, if reached, the nature of the agreement and the resulting response of the U.K. marketplace. There are currently no indications that capital requirements for our U.K. operations will change, but economic conditions may cause volatility in our solvency ratios. Our reported consolidated financial results may continue to be impacted by fluctuations in the British pound sterling to dollar exchange rate. Further discussion is contained herein in "Unum International Segment" in this Item 2.

Consolidated Company Outlook

We believe our disciplined approach to providing financial protection products at the workplace puts us in a position of strength as we seek to capitalize on the growing and largely unfilled need for our products and services. We believe the need for our products and services remains strong, and we intend to continue protecting our solid margins and returns through our pricing and risk actions. Our strategy is underpinned by our core values and is centered on market growth through the expansion of our product portfolio, distribution system, and geographic footprint, and enhancing the customer experience through efficiency, simplification, and investment in digital capabilities.

We expect to see continued solid premium growth trends in our core businesses, with stable persistency and a disciplined approach to sales growth. We expect to have generally stable benefits experience due to our focus on disciplined pricing, risk selection, and management of renewals. We will maintain our commitment to expense discipline and improving our operational efficiencies.

The low interest rate environment continues to place pressure on our profit margins. Our reported consolidated financial results may also continue to be unfavorably impacted by political and economic uncertainty in the U.K., specifically lower interest rates, wage inflation and employer spending, and claims volatility. We expect our effective tax rate for 2019 to be approximately 20 percent. The reduction in the corporate tax rate resulting from tax reform has improved the statutory earnings and cash generation of our insurance subsidiaries and our capital position remains strong.

We continue to analyze and employ strategies that we believe will help us navigate the current environment and allow us to maintain solid operating margins and significant financial flexibility to support the needs of our businesses, while also continuing to return capital to our shareholders and exploring merger and acquisition opportunities to enhance our business lines. We have substantial leverage to rising interest rates and an improving economy which generates payroll growth and wage inflation. We believe that consistent operating results, combined with the implementation of strategic initiatives and the effective deployment of capital, will allow us to meet our long-term financial objectives.

Further discussion is contained in this Item 2 and in the "Notes to Consolidated Financial Statements" contained herein in Item 1.

Reconciliation of Non-GAAP and Other Financial Measures

We analyze our performance using non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measure of "after-tax adjusted operating income" differs from net income as presented in our consolidated operating results and income statements prepared in accordance with GAAP due to the exclusion of net realized investment gains and losses as specified in the reconciliations below. We believe after-tax adjusted operating income is a better performance measure and better indicator of the profitability and underlying trends in our business.

Realized investment gains or losses depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments. Our investment focus is on investment income to support our insurance liabilities as opposed to the generation of realized investment gains or losses. Although we may experience realized investment gains or losses which will affect future earnings levels, a long-term focus is necessary to maintain profitability over the life of the business since our underlying business is long-term in nature, and we need to earn the interest rates assumed in calculating our liabilities.

We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals. We exclude these items as

we believe them to be infrequent or unusual in nature, but this exclusion is not an indication that similar items may not recur and does not replace net income or net loss as a measure of our overall profitability.

A reconciliation of GAAP financial measures to our non-GAAP financial measures is as follows:


	Three Months Ended March 31										Three Months Ended June 30
	2019				2018						2019						2018
	(in millions)		per share *		(in millions)			per share *			(in millions)			per share *			(in millions)			per share *
Net Income	$	280.9	$	1.31	$	273.5		$	1.23		$	281.2		$	1.33		$	285.5		$	1.29
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $0.5; $(0.6))	0.6		—		(1.6		)	(0.01		)
Net Realized Investment Loss (net of tax benefit of $1.6; $0.5)											(5.7		)	(0.03		)	(2.1		)	(0.01		)
After-tax Adjusted Operating Income											$	286.9		$	1.36		$	287.6		$	1.30

											Six Months Ended June 30
											2019						2018
											(in millions)			per share *			(in millions)			per share *
Net Income											$	562.1		$	2.64		$	559.0		$	2.52
Excluding:
Net Realized Investment Loss (net of tax benefit of $1.1; $1.1)											(5.1		)	(0.03		)	(3.7		)	(0.02		)
After-tax Adjusted Operating Income	$	280.3	$	1.31	$	275.1		$	1.24		$	567.2		$	2.67		$	562.7		$	2.54

* Assuming Dilution

We measure and analyze our segment performance on the basis of "adjusted operating revenue" and "adjusted operating income" or "adjusted operating loss", which differ from total revenue and income before income tax as presented in our consolidated statements of income due to the exclusion of net realized investment gains and losses as specified in the reconciliations below. These performance measures are in accordance with GAAP guidance for segment reporting, but they should not be viewed as a substitute for total revenue, income before income tax, or net income.

A reconciliation of total revenue to "adjusted operating revenue" and income before income tax to "adjusted operating income" is as follows:


	Three Months Ended March 31					Three Months Ended June 30						Six Months Ended June 30
	2019		2018			2019			2018			2019			2018
	(in millions of dollars)					(in millions of dollars)
Total Revenue	$	2,987.6	$	2,899.6		$	3,016.7		$	2,890.3		$	6,004.3		$	5,789.9
Excluding:
Net Realized Investment Gain (Loss)	1.1		(2.2		)
Net Realized Investment Loss						(7.3		)	(2.6		)	(6.2		)	(4.8		)
Adjusted Operating Revenue	$	2,986.5	$	2,901.8		$	3,024.0		$	2,892.9		$	6,010.5		$	5,794.7

Income Before Income Tax	$	353.3	$	341.1		$	352.0		$	354.8		$	705.3		$	695.9
Excluding:
Net Realized Investment Gain (Loss)	1.1		(2.2		)
Net Realized Investment Loss						(7.3		)	(2.6		)	(6.2		)	(4.8		)
Adjusted Operating Income	$	352.2	$	343.3		$	359.3		$	357.4		$	711.5		$	700.7

Critical Accounting Estimates

We prepare our financial statements in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in our financial statements and accompanying notes. Estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in our financial statements.

The accounting estimates deemed to be most critical to our financial position and results of operations are those related to reserves for policy and contract benefits, deferred acquisition costs, valuation of investments, pension and postretirement benefit plans, income taxes, and contingent liabilities. There have been no significant changes in our critical accounting estimates during the first ~~three~~six months of 2019.

For additional information, refer to our significant accounting policies in Note 1 of the "Notes to Consolidated Financial Statements" in Part II, Item 8 and "Critical Accounting Estimates" in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2018.

Accounting Developments

See Note 2 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further information on accounting developments.

Consolidated Operating Results


(in millions of dollars)
	Three Months Ended March 31								Three Months Ended June 30								Six Months Ended June 30
	2019			% Change		2018			2019			% Change		2018			2019			% Change		2018
Revenue
Premium Income	$	2,338.7		3.9	%	$	2,250.0		$	2,343.1		5.5	%	$	2,221.0		$	4,681.8		4.7	%	$	4,471.0
Net Investment Income	594.7			(1.3	)	602.3			624.9			0.2		623.6			1,219.6			(0.5	)	1,225.9
Net Realized Investment Gain (Loss)	1.1			(150.0	)	(2.2		)
Net Realized Investment Loss									(7.3		)	180.8		(2.6		)	(6.2		)	29.2		(4.8		)
Other Income	53.1			7.3		49.5			56.0			15.9		48.3			109.1			11.6		97.8
Total Revenue	2,987.6			3.0		2,899.6			3,016.7			4.4		2,890.3			6,004.3			3.7		5,789.9

Benefits and Expenses
Benefits and Change in Reserves for Future Benefits	1,840.8			1.8		1,807.9			1,902.6			5.5		1,804.1			3,743.4			3.6		3,612.0
Commissions	290.1			2.8		282.3			284.4			4.0		273.5			574.5			3.4		555.8
Interest and Debt Expense	42.1			4.7		40.2			42.6			0.5		42.4			84.7			2.5		82.6
Deferral of Acquisition Costs	(173.7		)	2.6		(169.3		)	(170.3		)	2.8		(165.7		)	(344.0		)	2.7		(335.0		)
Amortization of Deferred Acquisition Costs	170.6			12.6		151.5			151.6			8.1		140.2			322.2			10.5		291.7
Compensation Expense	226.5			2.2		221.7			223.9			1.7		220.2			450.4			1.9		441.9
Other Expenses	237.9			6.1		224.2			229.9			4.1		220.8			467.8			5.1		445.0
Total Benefits and Expenses	2,634.3			3.0		2,558.5			2,664.7			5.1		2,535.5			5,299.0			4.0		5,094.0

Income Before Income Tax	353.3			3.6		341.1			352.0			(0.8	)	354.8			705.3			1.4		695.9
Income Tax	72.4			7.1		67.6
Income Tax Expense									70.8			2.2		69.3			143.2			4.6		136.9

Net Income	$	280.9		2.7		$	273.5		$	281.2		(1.5	)	$	285.5		$	562.1		0.6		$	559.0

Fluctuations in exchange rates, particularly between the British pound sterling and the U.S. dollar for our U.K. operations, have an effect on our consolidated financial results. In periods when the pound strengthens, translating pounds into dollars increases current period results relative to the prior period. In periods when the pound weakens relative to the preceding period, translating pounds into dollars decreases current period results relative to the prior period.

The weighted average pound/dollar exchange rate for our Unum UK line of business was ~~1.306~~1.286 and ~~1.393~~1.353 for the three months ended ~~March 31,~~June 30, 2019 and 2018, and 1.296 and 1.373 for the six months ended June 30, 2019 and 2018, respectively. If ~~the first quarter of~~ 2018 results ~~for our U.K. operations~~ had been translated at the lower exchange ~~rate~~rates of 2019, our adjusted operating revenue and adjusted operating income by segment would have both been lower by approximately ~~$10~~$9 million and $2$1 million, respectively, in the second quarter of 2018, and lower by approximately $20 million and $3 million, respectively, in the first ~~quarter~~six months of 2018. However, it is important to distinguish between translating and converting foreign currency. Except for a limited number of transactions, we do not actually convert pounds into dollars. As a result, we view foreign currency translation as a financial reporting item and not a reflection of operations or profitability in the U.K.

Premium income for the second quarter and first ~~quarter~~six months of 2019 increased relative to the same ~~period~~periods of 2018, with growth in each of our principal operating business segments, due to overall sales growth, the expansion of our dental and vision products, the addition of our Unum Poland line of business, and generally stable persistency. Premium income continues to decline, as expected, in our Closed Block segment.

Net investment income ~~decreased~~was generally consistent in the second quarter of 2019 relative to the same period of 2018 but was lower during the first ~~quarter~~six months of 2019, relative to the same period of 2018, due to a decline in the yield on invested assets and lower miscellaneous investment income, partially offset by an increase in the level of invested assets.

There were no other-than-temporary impairment losses on fixed maturity securities included in net realized investment gains and losses for the ~~first~~second quarter of 2019 ~~compared to $1.0 million~~or 2018, or for the first ~~quarter~~six months of 2019. We recognized $1.0 million of other-than-temporary impairment losses on fixed maturity securities in net realized investment gains and losses during the first six months of 2018. Also included in net realized investment gains and losses were changes in the fair value of an embedded derivative in a modified coinsurance arrangement, which resulted in realized gains (losses) of ~~$5.5~~$(0.8) million and ~~$(1.7)~~$(2.3) million in the second quarters of 2019 and 2018, respectively, and $4.7 million and $(4.0) million in the first ~~quarters~~six months of 2019 and 2018, respectively. See Note 4 in the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further information on realized investment gains and losses.

Other income increased in the second quarter and first six months of 2019 compared to the same periods of 2018 due primarily to growth in our fee-based service products in our Unum US segment, which include family medical leave and administrative services only (ASO) products.

Overall benefits experience was ~~favorable~~consistent in the second quarter of 2019 and favorable during the first ~~quarter~~six months of 2019 relative to the same prior year ~~period.~~periods. The benefits experience for each of our operating business segments is discussed more fully in "Segment Results" as follows.

Commissions and the deferral of acquisition costs increased in the second quarter and first ~~quarter~~six months of 2019 relative to the same ~~period~~periods of 2018 ~~due~~driven primarily toby sales growth. ~~The amortization of deferred acquisition costs increased in the first quarter of 2019 compared to the first quarter of 2018 due to growth~~Growth in the level of the deferred asset in our Unum US and Colonial Life ~~segments.~~segments and the impact of the prospective unlocking for future experience relative to assumptions in certain of our Colonial life products resulted in higher amortization in the second quarter and first six months of 2019 compared to the same prior year periods. Also contributing to the increase for the first six months was a higher level of policy terminations experienced in the ~~first quarter of 2019 in Colonial Life and the~~ Unum US voluntary benefits line of business.

Interest and debt expense was slightly higher in the second quarter and first ~~quarter~~six months of 2019 relative to the same ~~period~~periods of 2018 due primarily to a higher level of outstanding ~~debt and a higher overall rate of interest.~~debt.

Other expenses, including compensation expense, increased in the second quarter and first ~~quarter~~six months of 2019 ~~compared~~relative to the same ~~period~~periods of 2018, however, the other expense ratio ~~remained generally stable~~decreased relative to the prior year due to growth in premium income and our continued balancing of investments in the growth of our business with our continued focus on expense management and operating efficiencies.

Our effective income tax ~~rate~~rates for the second quarter and first ~~quarter~~six months of 2019 ~~was 20.5~~were 20.1 percent and 20.3 percent of income before income tax, respectively, compared to ~~19.9~~19.5 percent and 19.7 percent for the ~~first quarter of 2018.~~prior year periods. Our effective tax rate differed from the U.S. statutory rate in effect for the second quarter and first ~~quarters~~six months of 2019 and 2018 primarily due to tax credits.

Consolidated Sales Results

Shown below are sales results for our three principal operating business segments.


(in millions)
	Three Months Ended March 31						Three Months Ended June 30						Six Months Ended June 30
	2019		% Change		2018		2019		% Change		2018		2019		% Change		2018
Unum US	$	278.4	1.4	%	$	274.6	$	221.7	12.1	%	$	197.7	$	500.1	5.9	%	$	472.3

Unum International	$	22.6	32.2	%	$	17.1	$	29.7	4.9	%	$	28.3	$	52.3	15.2	%	$	45.4

Colonial Life	$	108.8	4.9	%	$	103.7	$	126.9	(4.2	)%	$	132.4	$	235.7	(0.2	)%	$	236.1

Liquidity and Capital Resources

Overview

Our liquidity requirements are met primarily by cash flows provided from operations, principally in our insurance subsidiaries. Premium and investment income, as well as maturities and sales of invested assets, provide the primary sources of cash. Debt and/or securities offerings provide additional sources of liquidity. Cash is applied to the payment of policy benefits, costs of acquiring new business (principally commissions), operating expenses, and taxes, as well as purchases of new investments.

We have established an investment strategy that we believe will provide for adequate cash flows from operations. We attempt to match our asset cash flows and durations with expected liability cash flows and durations to meet the funding requirements of our business. However, deterioration in the credit market may delay our ability to sell our positions in certain of our fixed maturity securities in a timely manner and adversely impact the price we receive for such securities, which may negatively impact our cash flows. Furthermore, if we experience defaults on securities held in the investment portfolios of our insurance subsidiaries, this will negatively impact statutory capital, which could reduce our insurance subsidiaries' capacity to pay dividends to our holding companies. A reduction in dividends to our holding companies could force us to seek external financing to avoid impairing our ability to pay dividends to our stockholders or meet our debt and other payment obligations.

Our policy benefits are primarily in the form of claim payments, and we have minimal exposure to the policy withdrawal risk associated with deposit products such as individual life policies or annuities. A decrease in demand for our insurance products or an increase in the incidence of new claims or the duration of existing claims could negatively impact our cash flows from operations. However, our historical pattern of benefits paid to revenues is generally consistent, even during cycles of economic downturns, which serves to minimize liquidity risk.

The liquidity requirements of the holding company Unum Group include common stock dividends, interest and debt service, acquisitions, and ongoing investments in our businesses. Unum Group's liquidity requirements are met by assets held by Unum Group and our intermediate holding companies, dividends from primarily our insurance subsidiaries, and issuance of common stock, debt, or other capital securities and borrowings from existing credit facilities, as needed. As of ~~March 31,~~June 30, 2019, Unum Group and our intermediate holding companies held fixed maturity securities, short-term investments, and cash of ~~$594~~$977 million. Fixed maturity securities consisted primarily of mortgage/asset-backed securities with an average maturity date of ~~4.8~~4.5 years. Short-term investments consisted primarily of commercial paper. No significant restrictions exist on our ability to use or access funds in any of our U.S. or foreign intermediate holding companies. Future amounts repatriated from our foreign subsidiaries are eligible for a 100 percent exemption from U.S. income tax but may be subject to tax on foreign currency gain or loss.

As part of our capital deployment strategy, we repurchase shares of Unum Group's common stock, as authorized by our board of directors. Our current share repurchase program was approved by our board of directors in May ~~2018~~2019 and authorizes the repurchase of up to $750 million of common stock through November ~~2019,~~2020, with the pace of repurchase activity to depend upon various factors such as the level of available cash, alternative uses for cash, and our stock price. This new authorization replaced the previous authorization of $750 million that was scheduled to expire in November 2019. During the first ~~three~~six months of 2019, we repurchased ~~2.7~~5.6 million shares at a cost of approximately ~~$100~~$200 million. The dollar value of shares remaining under the current repurchase program was approximately ~~$400~~$716 million at ~~March 31,~~June 30, 2019. See Note 10 of the "Notes to Consolidated Financial Statements" contained herein in Item 1.

Cash Available from Subsidiaries

Unum Group and certain of its intermediate holding company subsidiaries depend on payments from subsidiaries to pay dividends to stockholders, to pay debt obligations, and/or to pay expenses. These payments by our insurance and non-insurance subsidiaries may take the form of dividends, operating and investment management fees, and/or interest payments on loans from the parent to a subsidiary.

Restrictions under applicable state insurance laws limit the amount of dividends that can be paid to a parent company from its insurance subsidiaries in any 12-month period without prior approval by regulatory authorities. For life insurance companies domiciled in the U.S., that limitation generally equals, depending on the state of domicile, either ten percent of an insurer's statutory surplus with respect to policyholders as of the preceding year end or the statutory net gain from operations, excluding realized investment gains and losses, of the preceding year. The payment of dividends to a parent company from a life insurance subsidiary is generally further limited to the amount of unassigned funds.

Certain of our domestic insurance subsidiaries cede blocks of business to Northwind Reinsurance Company (Northwind Re) and Fairwind Insurance Company (Fairwind), both of which are affiliated captive reinsurance subsidiaries domiciled in the

United States with Unum Group as the ultimate parent. The ability of Northwind Re and Fairwind to pay dividends to their respective parent companies will depend on their satisfaction of applicable regulatory requirements and on the performance of the business reinsured by Northwind Re and Fairwind.

The ability of Unum Group and certain of its intermediate holding company subsidiaries to continue to receive dividends from their insurance subsidiaries also depends on additional factors such as RBC ratios and capital adequacy and/or solvency requirements, funding growth objectives at an affiliate level, and maintaining appropriate capital adequacy ratios to support desired ratings. The RBC ratios for our U.S. insurance subsidiaries at ~~March 31,~~June 30, 2019 are in line with our expectations and are significantly above the level that would require state regulatory action.

Unum Group and/or certain of its intermediate holding company subsidiaries may also receive dividends from our U.K. subsidiaries, the payment of which may be subject to applicable insurance company regulations and capital guidance in the U.K. Unum Limited is subject to the requirements of Solvency II, a European Union (EU) directive, which prescribes capital requirements and risk management standards for the European insurance industry. Our European holding company is also subject to the Solvency II requirements relevant to insurance holding companies, while its subsidiaries (the Unum European Economic Area (EEA) Group), which includes Unum Limited, are subject to group supervision under Solvency II. The Unum EEA Group received approval from the U.K. Prudential Regulation Authority to use its own internal model for calculating regulatory capital and also received approval for certain associated regulatory permissions including transitional relief as the Solvency II capital regime continues to be implemented. There are currently no indications that capital requirements for the Unum EEA Group will change as a result of the U.K.'s exit from the EU, but economic conditions may in the near term cause volatility in our solvency ratios.

The payment of dividends to the parent company from our subsidiaries also requires the approval of the individual subsidiary's board of directors.

During the remainder of 2019, we intend to maintain a level of capital in our insurance subsidiaries above the applicable capital adequacy requirements and minimum solvency margins.

Insurance regulatory restrictions do not limit the amount of dividends available for distribution from non-insurance subsidiaries except where the non-insurance subsidiaries are held directly or indirectly by an insurance subsidiary and only indirectly by Unum Group.

Funding for Employee Benefit Plans

During the first ~~three~~six months of 2019, we made contributions of ~~$20.0~~$35.2 million and ~~£0.8~~£1.7 million to our U.S. and U.K. defined contribution plans, respectively, and expect to make additional contributions of approximately ~~$55~~$40 million and £2£1.5 million during the remainder of 2019. We do not expect to make contributions to our U.S. or U.K. qualified defined benefit pension plans during 2019. We have met all minimum pension funding requirements set forth by the Employee Retirement Income Security Act. We have estimated our future funding requirements under the Pension Protection Act of 2006 and under applicable U.K. law and do not believe that any future funding requirements will cause a material adverse effect on our liquidity.

Debt

Our long-term debt balance at ~~March 31,~~June 30, 2019 was ~~$2,958.7~~$3,341.2 million, net of deferred debt issuance costs of ~~$29.8~~$33.0 million, and consisted primarily of secured and unsecured senior notes and junior subordinated debt securities.

Northwind Holdings made principal payments on its floating rate, senior secured non-recourse notes of ~~$15.0~~$30.0 million in the first ~~three~~six months of 2019.

OnIn June 2019, we issued $400.0 million of 4.00% senior notes due 2029. The notes are callable at or above par and rank equally in the right of payment with all of our other unsecured and unsubordinated debt. The net proceeds of the offering are expected to be used for general corporate purposes, including the repayment at maturity of our outstanding 5.625% senior notes due September 2020.

Also onin April ~~29,~~ 2019, we separately entered into a three-year $100.0 million unsecured revolving credit facility with a different syndicate of lenders, which is set to expire in April 2022. Under the terms of the agreement, we may request that the credit facility be increased up to $140.0 million. We also may request that the lenders' commitment termination dates be extended by one year. The credit facility provides for the issuance of letters of credit subject to certain terms and limitations. At June 30, 2019, there have been no letters of credit issued from the credit facility and there were no borrowed amounts outstanding.

There are no significant financial covenants associated with any of our outstanding debt obligations. We continually monitor our compliance with our debt covenants and remain in compliance. Our credit facilities include financial covenants that place limitations on our leverage ratio and consolidated net worth. The credit facilities also include covenants that limit subsidiary indebtedness. We have not observed any current trends that would cause a breach of any ~~of our~~ debt ~~or credit facility~~ covenants. See Note 13 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 and "Debt" and Note 8 of the "Notes to Consolidated Financial Statements" contained in Part II, Items 7 and 8, respectively, of our annual report on Form 10-K for the year ended December 31, 2018 for further discussion.

Commitments

At ~~March 31,~~June 30, 2019, we had unfunded unconditional commitments of $2.3 million to fund tax credit partnership investments, and $14.7 million to fund the purchase of transferable state tax credits. These commitments are recognized as liabilities in our consolidated balance sheets, with a corresponding recognition of other long-term investments and other assets, respectively. In addition, we had commitments of ~~$138.5~~$103.5 million to fund certain investments in private placement fixed maturity securities, ~~$365.0~~$369.2 million to fund certain private equity partnerships, and ~~$12.8~~$87.1 million to fund certain commercial mortgage loans, which may or may not be funded.

With respect to our commitments and off-balance sheet arrangements, see the discussion under "Commitments" in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2018. During the first ~~three~~six months of 2019, there were no substantive changes in our commitments, contractual obligations, or other off-balance sheet arrangements other than the changes noted herein.

Transfers of Financial Assets

Our investment policy permits us to lend fixed maturity securities to unaffiliated financial institutions in short-term securities lending agreements, which increases our investment income with minimal risk. We account for all of our securities lending agreements and repurchase agreements as secured borrowings. We had ~~a de minimis amount~~$5.8 million of securities lending agreements outstanding at ~~March 31,~~June 30, 2019 which were collateralized by cash and reported as payables for collateral on investments in our consolidated balance sheets. The cash received as collateral was reinvested in short-term investments. The average balance during the first ~~three~~six months of 2019 was ~~de minimis,~~$2.0 million, and the maximum amount outstanding at any month end was ~~$0.1~~

$5.9 million. In addition, at ~~March 31,~~June 30, 2019, we had ~~$146.1~~$274.5 million of off-balance sheet securities lending agreements which were collateralized

by securities that we were neither permitted to sell nor control. The average balance of these off-balance sheet transactions during the first ~~three~~six months of 2019 was ~~$182.6~~$201.7 million, and the maximum amount outstanding at any month end was ~~$220.3~~$274.5 million.

To manage our cash position more efficiently, we may enter into repurchase agreements with unaffiliated financial institutions. We generally use repurchase agreements as a means to finance the purchase of invested assets or for short-term general business purposes until projected cash flows become available from our operations or existing investments. We had no repurchase agreements outstanding at ~~March 31,~~June 30, 2019, nor did we utilize any repurchase agreements during the first ~~three~~six months of 2019. Our use of repurchase agreements and securities lending agreements can fluctuate during any given period and will depend on our liquidity position, the availability of long-term investments that meet our purchasing criteria, and our general business needs.

Certain of our U.S. insurance subsidiaries are members of regional Federal Home Loan Banks (FHLB). As of ~~March 31,~~June 30, 2019, we owned ~~$19.1~~$18.5 million of FHLB common stock and had no outstanding advances from the regional FHLBs.

See Note 4 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further information.

Consolidated Cash Flows


(in millions of dollars)
	Three Months Ended March 31						Six Months Ended June 30
	2019			2018			2019			2018
Net Cash Provided by Operating Activities	$	516.8		$	299.9		$	942.7		$	696.2
Net Cash Provided (Used) by Investing Activities	(365.2		)	119.3
Net Cash Used by Financing Activities	(183.5		)	(187.7		)
Net Cash Used by Investing Activities							(1,007.2		)	(601.6		)
Net Cash Provided (Used) by Financing Activities							31.3			(72.5		)
Net Increase (Decrease) in Cash and Bank Deposits	$	(31.9	)	$	231.5		$	(33.2	)	$	22.1

Operating Cash Flows

Operating cash flows are primarily attributable to the receipt of premium and investment income, offset by payments of claims, commissions, expenses, and income taxes. Premium income growth is dependent not only on new sales, but on policy renewals and growth of existing business, renewal price increases, and persistency. Investment income growth is dependent on the growth in the underlying assets supporting our insurance reserves and capital and on the earned yield. The level of commissions and operating expenses is attributable to the level of sales and the first year acquisition expenses associated with new business as well as the maintenance of existing business. The level of paid claims is affected partially by the growth and aging of the block of business and also by the general economy, as previously discussed in the operating results by segment.

Investing Cash Flows

Investing cash inflows consist primarily of the proceeds from the sales and maturities of investments. Investing cash outflows consist primarily of payments for purchases of investments. Our investment strategy is to match the cash flows and durations of our assets with the cash flows and durations of our liabilities to meet the funding requirements of our business. When market opportunities arise, we may sell selected securities and reinvest the proceeds to improve the yield and credit quality of our portfolio. We may at times also sell selected securities and reinvest the proceeds to improve the duration matching of our assets and liabilities and/or re-balance our portfolio. As a result, sales before maturity may vary from period to period. The sale and purchase of short-term investments is influenced by proceeds received from issuance of debt, our securities lending program, and by the amount of cash which is at times held in short-term investments to facilitate the availability of cash to fund the purchase of appropriate long-term investments, repay maturing debt, fund acquisitions, and/or to fund our capital deployment program.

See Note 4 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for further information.

Financing Cash Flows

Financing cash flows consist primarily of borrowings and repayments of debt, issuance or repurchase of common stock, and dividends paid to stockholders.

In June 2019, we issued $400.0 million of 4.00% senior notes due 2029 and received total proceeds of $395.9 million.

During each of the first ~~three~~six months of 2019 and 2018, we made principal payments of ~~$15.0~~$30.0 million on our senior secured non-recourse notes issued by Northwind Holdings.

In May 2018, we issued $300.0 million of 6.25% junior subordinated notes due 2058 and received total proceeds of $290.7 million.

Cash used to repurchase shares of Unum Group's common stock during the first ~~quarters~~six months of 2019 and 2018 was ~~$100.0~~$200.2 million and ~~$105.7~~$205.8 million, respectively, with a portion of the cash used in ~~the first quarter of~~ 2018 related to the settlement of amounts due on shares purchased in the fourth quarter of 2017. During the first ~~three~~six months of 2019 and 2018, we paid dividends of ~~$55.7~~$110.9 million and ~~$52.4~~$103.3 million, respectively, to holders of Unum Group's common stock.

See Notes 10 and 13 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 and "Debt" contained in this Item 2 for further information.

Ratings

AM Best, Fitch Ratings (Fitch), Moody's Investors Service (Moody's), and Standard & Poor's Rating Services (S&P) are among the third parties that assign issuer credit ratings to Unum Group and financial strength ratings to our insurance subsidiaries. Issuer credit ratings reflect an agency's opinion of the overall financial capacity of a company to meet its senior debt obligations. Financial strength ratings are specific to each individual insurance subsidiary and reflect each rating agency's view of the overall financial strength (capital levels, earnings, growth, investments, business mix, operating performance, and market position) of the insuring entity and its ability to meet its obligations to policyholders. Both the issuer credit ratings and

financial strength ratings incorporate quantitative and qualitative analyses by rating agencies and are routinely reviewed and updated on an ongoing basis.

We compete based in part on the financial strength ratings provided by rating agencies. A downgrade of our financial strength ratings can be expected to adversely affect us and could potentially, among other things, adversely affect our relationships with distributors of our products and services and retention of our sales force, negatively impact persistency and new sales, particularly large case group sales and individual sales, and generally adversely affect our ability to compete. A downgrade in the issuer credit rating assigned to Unum Group can be expected to adversely affect our cost of capital or our ability to raise additional capital.

The table below reflects the outlook as well as the issuer credit ratings for Unum Group and the financial strength ratings for each of our traditional insurance subsidiaries as of the date of this filing.



	AM Best	Fitch	Moody's	S&P
Outlook	Stable	Negative	Stable	Stable

Issuer Credit Ratings	bbb	BBB	Baa2	BBB

Financial Strength Ratings
Provident Life and Accident Insurance Company	A	A	A2	A
Provident Life and Casualty Insurance Company	A	A	NR	NR
Unum Life Insurance Company of America	A	A	A2	A
First Unum Life Insurance Company	A	A	A2	A
Colonial Life & Accident Insurance Company	A	A	A2	A
The Paul Revere Life Insurance Company	A	A	A2	A
Starmount Life Insurance Company	A-	NR	NR	NR
Unum Insurance Company	A-	A	A2	NR
Unum Limited	NR	NR	NR	A-

NR = not rated

We maintain an ongoing dialogue with the four rating agencies that evaluate us in order to inform them of progress we are making regarding our strategic objectives and financial plans as well as other pertinent issues. A significant component of our

communications involves our annual review meeting with each of the four agencies. We hold other meetings throughout the year regarding our business, including, but not limited to, quarterly updates. There have been no changes in any of the rating agencies' ~~outlook statements~~outlooks or ratings during 2019 prior to the date of this filing.

Agency ratings are not directed toward the holders of our securities and are not recommendations to buy, sell, or hold our securities. Each rating is subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be regarded as an independent assessment, not conditional on any other rating. Given the dynamic nature of the ratings process, changes by these or other rating agencies may or may not occur in the near-term. Based on our ongoing dialogue with the rating agencies concerning our insurance risk profile, our financial flexibility, our operating performance, and the quality of our investment portfolio, we do not expect any negative actions from any of the four rating agencies related to either Unum Group's current issuer credit ratings or the financial strength ratings of our insurance subsidiaries. However, in the event that we are unable to meet the rating agency specific guideline values to maintain our current ratings, including but not limited to maintenance of our capital management metrics at the threshold values stated and maintenance of our financial flexibility and operational consistency, we could be placed on a negative credit watch, with a potential for a downgrade to both our issuer credit ratings and our financial strength ratings.

See our annual report on Form 10-K for the year ended December 31, 2018 for further information regarding our debt and financial strength ratings and the risks associated with rating changes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to various market risk exposures including interest rate risk and foreign exchange rate risk. With respect to our exposure to market risk, see the discussion under "Investments" in Item 2 of this Form 10-Q and in Part II, Item 7A of our annual report on Form 10-K for the year ended December 31, 2018. During the first ~~three~~six months of 2019, there was no substantive change to our market risk or the management of this risk.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report. We assessed those controls based on criteria established in the 2013 Internal Control - Integrated Framework from the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2019.

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during the quarter ended ~~March 31,~~June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Part I, Item 1, Note 11 of the "Notes to Consolidated Financial Statements" for information on legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our share repurchase activity for the ~~first~~second quarter of ~~2019~~:2019:

(a) Total
Number of
Shares
Purchased (b) Average
Price Paid
per Share (1) (c) Total Number of
Shares Purchased
as Part of Publicly
Announced
Program (2) (d) Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Program (2)
January 1 - January 31, 2019 —
$ —
—
$ 499,965,321
February 1 - February 28, 2019 746,300
37.43
746,300
472,028,828
March 1 - March 31, 2019 1,977,480
36.44
1,977,480
399,965,353
Total 2,723,780
2,723,780



	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share (1)		(c) Total Number of Shares Purchased as Part of Publicly Announced Programs (2)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (2)
April 1 - April 30, 2019	658,715	$	36.83	658,715	$	375,707,161
May 1 - May 31, 2019	1,860,681	34.56		1,860,681	727,613,061
June 1 - June 30, 2019	345,269	33.10		345,269	716,184,123
Total	2,864,665			2,864,665


(1)	The average price paid per share excludes the cost of commissions.


(2)	In May ~~2018,~~2019, our board of directors authorized the repurchase of up to $750 million of Unum Group's common stock through November 23, 2020. This new authorization replaced the May 2018 authorization of $750 million that was scheduled to expire on November 24, 2019.

ITEM 6. EXHIBITS

Index to Exhibits




Exhibit ~~3.1~~4.1		~~Amended and Restated Bylaws~~Form of ~~Unum Group, effective February 19, 2019~~4.000% Senior Notes due 2029 (incorporated by reference to Exhibit ~~3.1~~4.1 of Unum Group's Form 8-K filed on ~~February 22,~~June 13, 2019).

Exhibit 10.1		Amended and Restated Credit Agreement, dated as of April 29, 2019, among Unum Group, as Borrower, the Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent, L/C Agent, Fronting Bank and Swingline Lender.

Exhibit 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101		The ~~following financial statements from Unum Group's Quarterly Report on Form 10-Q for~~instance document does not appear in the quarter ended March 31, 2019, filed on May 1, 2019, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi)interactive data file because its XBRL tags are embedded within the ~~Notes to Consolidated Financial Statements.~~
		inline XBRL document.

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, thereunto duly authorized.



	Unum Group
	(Registrant)
Date: ~~May 1,~~July 31, 2019	By:	/s/ ~~John F. McGarry~~Steven A. Zabel
		~~John F. McGarry~~Steven A. Zabel
		Executive Vice President and Chief Financial Officer

Date: ~~May 1,~~July 31, 2019	By:	/s/ Daniel J. Waxenberg
		Daniel J. Waxenberg
		Senior Vice President, Chief Accounting Officer

93101



Delaware			62-1598430
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

~~1 FOUNTAIN SQUARE~~
~~CHATTANOOGA, TENNESSEE~~1 Fountain Square	Chattanooga,	Tennessee	37402
(Address of principal executive offices)			(Zip ~~Code)~~code)



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.10 par value	UNM	New York Stock Exchange
6.250% Junior Subordinated Notes due 2058	UNMA	New York Stock Exchange



Large ~~accelerated filer~~Accelerated Filer	x☒	Accelerated ~~filer~~Filer	¨☐

Non-accelerated ~~filer~~Filer	¨~~(Do not check if a smaller reporting company)~~

	☐	Smaller ~~reporting company~~Reporting Company	¨☐

		Emerging ~~growth company~~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. ¨			☐



Accounting Standards Codification (ASC)	Description	Date of Adoption	Effect on Financial Statements

ASC 220 "Income Statement - Reporting Comprehensive Income"	This update allowed entities to make an accounting policy election to reclassify the disproportionate tax effects arising as a result of the recognition of the enactment of the tax bill, H.R.1, An Act to Provide Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018, more commonly known as the Tax Cuts and Jobs Act (TCJA) from accumulated other comprehensive income to retained earnings. Tax effects that are disproportionate in accumulated other comprehensive income for reasons other than the TCJA may not be reclassified. This update required additional disclosures on whether an entity elects to reclassify the disproportionate tax effects and its policy for releasing tax effects from accumulated other comprehensive income. This guidance was applied in the period of adoption.	January 1, 2019	The adoption of this update expanded certain of our disclosures but had no impact on our financial position or results of operations because we did not make the optional accounting policy election to reclassify the disproportionate tax effects resulting from the TCJA from accumulated other comprehensive income to retained earnings. We use an aggregate portfolio approach to release disproportionate tax effects when disposing of an entire business segment’s portfolio.

ASC 310 "Receivables - Nonrefundable Fees and Other Costs"	This update shortened the amortization period to the earliest call date for certain callable debt securities held at a premium. This update did not impact securities held at a discount. The guidance was applied in the period of adoption.	January 1, 2019	The adoption of this update did not have a material impact on our financial position or results of operations.

ASC 718 "Compensation - Stock Compensation"	This update generally aligned the accounting guidance for share-based payments issued to non-employees with guidance for share-based payments issued to employees. Specifically, the update required non-employee share-based payments to be measured using the grant date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered rather than being remeasured through the performance completion date. Additionally, for non-employee share-based payments that contain performance conditions, the update changed the criteria regarding the recognition of compensation cost to when achievement of a performance condition is probable rather than upon actual achievement of the performance condition. The guidance was applied in the period of adoption.	January 1, 2019	The adoption of this update did not have an impact on our financial position or results of operations.



x☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	~~For the quarterly period ended March 31, 2019~~



¨☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ___________ to ___________



	Balance at December 31, 2018		Balance at January 1, 2019		Effect of Change
	(in millions of dollars)
Adjustments due to ASC 842
Consolidated Balance Sheets
Assets
Other Assets	$	789.0	$	906.7	$	117.7
Deferred Income Tax	109.9		109.5		(0.4		)

Liabilities
Other Liabilities	1,762.8		1,884.8		122.0
Income Tax Payable	24.0		22.7		(1.3		)

Stockholders' Equity
Retained Earnings	9,863.1		9,859.7		(3.4		)



		Level 2	Level 3
Instrument		Observable Inputs	Unobservable Inputs

United States Government and Government Agencies and Authorities
	Valuation Method	Principally the market approach	Not applicable

	Valuation Techniques / Inputs	Prices obtained from external pricing services

States, Municipalities, and Political Subdivisions
	Valuation Method	Principally the market approach	Principally the market approach

	Valuation Techniques / Inputs	Prices obtained from external pricing services	Analysis of similar bonds, adjusted for comparability
		Relevant reports issued by analysts and rating agencies	Non-binding broker quotes
		Audited financial statements	Security and issuer level spreads

Foreign Governments
	Valuation Method	Principally the market approach	Principally the market approach

	Valuation Techniques / Inputs	Prices obtained from external pricing services	Analysis of similar bonds, adjusted for comparability
		Non-binding broker quotes	Non-binding broker quotes
		Call provisions	Security and issuer level spreads



		~~Level 2~~	~~Level 3~~
~~Instrument~~		~~Observable Inputs~~	~~Unobservable Inputs~~

All Other Corporate Bonds
	Valuation Method	Principally the market and income approaches	Principally the market and income approaches

	Valuation Techniques / Inputs	TRACE pricing	Change in benchmark reference
		Prices obtained from external pricing services	Analysis of similar bonds, adjusted for comparability
		Non-binding broker quotes	Discount for size - illiquidity



		June 30, 2019
Investment Category		Fair Value		Redemption Term / Redemption Notice	Unfunded Commitments
		(in millions of dollars)			(in millions of dollars)
Private Credit	(a)	$	171.3	Not redeemable	$	78.9
		35.6		Initial 2 year lock on each new investment / Quarterly after 2 year lock with 90 days notice	1.9
Total Private Credit		206.9			80.8

Private Equity	(b)	146.7		Not redeemable	174.5

Real Assets	(c)	156.3		Not redeemable	113.9
		30.4		Quarterly / 90 days notice	—
Total Real Assets		186.7			113.9

Total Partnerships		$	540.3		$	369.2



	June 30, 2019
	Level 1		Level 2		Level 3		NAV		Total
	(in millions of dollars)
Assets
Fixed Maturity Securities
United States Government and Government Agencies and Authorities	$	716.1	$	1,170.1	$	—	$	—	$	1,886.2
States, Municipalities, and Political Subdivisions	—		2,708.0		—		—		2,708.0
Foreign Governments	—		972.8		31.9		—		1,004.7
Public Utilities	780.9		6,643.7		189.1		—		7,613.7
Mortgage/Asset-Backed Securities	—		1,566.4		—		—		1,566.4
All Other Corporate Bonds	9,437.2		21,169.9		1,014.1		—		31,621.2
Redeemable Preferred Stocks	20.7		19.3		—		—		40.0
Total Fixed Maturity Securities	10,954.9		34,250.2		1,235.1		—		46,440.2

Other Long-term Investments
Derivatives
Foreign Exchange Contracts	—		27.4		—		—		27.4
Equity Securities	—		27.6		4.6		—		32.2
Private Equity Partnerships	—		—		—		540.3		540.3
Total Other Long-term Investments	—		55.0		4.6		540.3		599.9
Total Financial Instrument Assets Carried at Fair Value	$	10,954.9	$	34,305.2	$	1,239.7	$	540.3	$	47,040.1

Liabilities
Other Liabilities
Derivatives
Interest Rate Swaps and Forwards	$	—	$	1.6	$	—	$	—	$	1.6
Foreign Exchange Contracts	—		34.6		—		—		34.6
Embedded Derivative in Modified Coinsurance Arrangement	—		—		26.4		—		26.4
Total Derivatives	—		36.2		26.4		—		62.6
Total Financial Instrument Liabilities Carried at Fair Value	$	—	$	36.2	$	26.4	$	—	$	62.6


	Three Months Ended March 31, 2019																					Three Months Ended June 30, 2019
				Total Realized and Unrealized Investment Gains (Losses) Included in										Level 3 Transfers											Total Realized and Unrealized Investment Gains (Losses) Included in											Level 3 Transfers
	Fair Value Beginning of Period			Earnings		Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period			Fair Value Beginning of Period			Earnings			Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period
	(in millions of dollars)																					(in millions of dollars)
Fixed Maturity Securities
Foreign Governments	$	31.4		$	—	$	0.2		$	—	$	—		$	—	$	—		$	31.6		$	31.6		$	—		$	0.3		$	—	$	—		$	—	$	—		$	31.9
Public Utilities	84.7			—		7.9			—		(0.4		)	208.6		(76.8		)	224.0			224.0			—			(2.0		)	—		—			80.3		(113.2		)	189.1
All Other Corporate Bonds	1,495.8			—		13.3			—		(29.4		)	36.1		(1,019.8		)	496.0			496.0			—			16.0			—		(9.7		)	595.8		(84.0		)	1,014.1
Redeemable Preferred Stocks	21.1			—		(0.1		)	—		—			—		—			21.0			21.0			—			—			—		—			—		(21.0		)	—
Total Fixed Maturity Securities	1,633.0			—		21.3			—		(29.8		)	244.7		(1,096.6		)	772.6			772.6			—			14.3			—		(9.7		)	676.1		(218.2		)	1,235.1

Equity Securities	4.6			—		—			—		—			—		—			4.6			4.6			—			—			—		—			—		—			4.6
Embedded Derivative in Modified Coinsurance Arrangement	(31.1		)	5.5		—			—		—			—		—			(25.6		)	(25.6		)	(0.8		)	—			—		—			—		—			(26.4		)


	Three Months Ended March 31, 2018																						Three Months Ended June 30, 2018
				Total Realized and Unrealized Investment Gains (Losses) Included in											Level 3 Transfers											Total Realized and Unrealized Investment Gains (Losses) Included in											Level 3 Transfers
	Fair Value Beginning of Period			Earnings			Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period			Fair Value Beginning of Period			Earnings			Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period
	(in millions of dollars)																						(in millions of dollars)
Fixed Maturity Securities
States, Municipalities, and Political Subdivisions	$	—		$	—		$	(0.8	)	$	—	$	(0.1	)	$	36.6	$	—		$	35.7		$	35.7		$	—		$	0.8		$	—	$	—		$	—	$	—		$	36.5
Foreign Governments	—			—			(0.4		)	—		—			32.7		—			32.3			32.3			—			(0.8		)	—		—			—		—			31.5
Public Utilities	207.7			—			(6.7		)	—		(1.1		)	200.9		(116.6		)	284.2			284.2			—			(0.8		)	—		—			49.4		(163.6		)	169.2
Mortgage/Asset-Backed Securities	—			—			—			—		—			0.5		—			0.5			0.5			—			—			—		—			—		—			0.5
All Other Corporate Bonds	1,150.1			—			(22.1		)	—		(11.7		)	466.0		(595.1		)	987.2			987.2			1.9			(16.1		)	9.9		(37.5		)	409.3		(538.4		)	816.3
Redeemable Preferred Stocks	22.8			—			(0.6		)	—		—			—		—			22.2			22.2			—			(0.6		)	—		—			—		—			21.6
Total Fixed Maturity Securities	1,380.6			—			(30.6		)	—		(12.9		)	736.7		(711.7		)	1,362.1			1,362.1			1.9			(17.5		)	9.9		(37.5		)	458.7		(702.0		)	1,075.6

Equity Securities	1.1			—			—			—		—			—		—			1.1			1.1			—			—			—		—			—		—			1.1
Embedded Derivative in Modified Coinsurance Arrangement	(15.9		)	(1.7		)	—			—		—			—		—			(17.6		)	(17.6		)	(2.3		)	—			—		—			—		—			(19.9		)



	Six Months Ended June 30, 2019
				Total Realized and Unrealized Investment Gains (Losses) Included in											Level 3 Transfers
	Fair Value Beginning of Year			Earnings			Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period
	(in millions of dollars)
Fixed Maturity Securities
Foreign Governments	$	31.4		$	—		$	0.5		$	—	$	—		$	—	$	—		$	31.9
Public Utilities	84.7			—			7.2			—		(0.2		)	151.8		(54.4		)	189.1
All Other Corporate Bonds	1,495.8			—			61.8			14.0		(60.5		)	405.5		(902.5		)	1,014.1
Redeemable Preferred Stocks	21.1			—			—			—		—			—		(21.1		)	—
Total Fixed Maturity Securities	1,633.0			—			69.5			14.0		(60.7		)	557.3		(978.0		)	1,235.1

Equity Securities	4.6			—			—			—		—			—		—			4.6
Embedded Derivative in Modified Coinsurance Arrangement	(31.1		)	4.7			—			—		—			—		—			(26.4		)

	Six Months Ended June 30, 2018
				Total Realized and Unrealized Investment Gains (Losses) Included in											Level 3 Transfers
	Fair Value Beginning of Year			Earnings			Other Comprehensive Income or Loss			Purchases		Sales			Into		Out of			Fair Value End of Period
	(in millions of dollars)
Fixed Maturity Securities
States, Municipalities, and Political Subdivisions	$	—		$	—		$	—		$	—	$	(0.1	)	$	36.6	$	—		$	36.5
Foreign Governments	—			—			(1.3		)	—		—			32.8		—			31.5
Public Utilities	207.7			—			(3.6		)	—		—			81.7		(116.6		)	169.2
Mortgage/Asset-Backed Securities	—			—			—			—		—			0.5		—			0.5
All Other Corporate Bonds	1,150.1			1.8			(35.4		)	26.0		(71.3		)	415.2		(670.1		)	816.3
Redeemable Preferred Stocks	22.8			—			(1.2		)	—		—			—		—			21.6
Total Fixed Maturity Securities	1,380.6			1.8			(41.5		)	26.0		(71.4		)	566.8		(786.7		)	1,075.6

Equity Securities	1.1			—			—			—		—			—		—			1.1
Embedded Derivative in Modified Coinsurance Arrangement	(15.9		)	(4.0		)	—			—		—			—		—			(19.9		)


(a)	Represents basis point adjustments to apply a discount due to the illiquidity of an investment


(b)	Represents basis point adjustments for credit-specific factors


(c)	Represents a decision to price based on par value, cost, or owner's equity when limited data is available


(d)	Represents various actuarial assumptions required to derive the liability cash flows including incidence, termination, and lapse rates



	June 30, 2019
	Estimated Fair Value
	Level 1		Level 2		Level 3		Total		Carrying Value
	(in millions of dollars)
Assets
Mortgage Loans	$	—	$	2,343.4	$	—	$	2,343.4	$	2,218.9
Policy Loans	—		—		3,756.3		3,756.3		3,633.1
Other Long-term Investments
Miscellaneous Long-term Investments	—		18.5		74.6		93.1		93.1
Total Financial Instrument Assets Not Carried at Fair Value	$	—	$	2,361.9	$	3,830.9	$	6,192.8	$	5,945.1

Liabilities
Long-term Debt	$	2,171.4	$	1,479.5	$	—	$	3,650.9	$	3,341.2
Other Liabilities
Unfunded Commitments	—		2.3		—		2.3		2.3
Total Financial Instrument Liabilities Not Carried at Fair Value	$	2,171.4	$	1,481.8	$	—	$	3,653.2	$	3,343.5


	December 31, 2018
	Estimated Fair Value
	Level 1		Level 2		Level 3		Total		Carrying Value
	(in millions of dollars)
Assets
Mortgage Loans	$	—	$	2,317.4	$	—	$	2,317.4	$	2,295.0
Policy Loans	—		—		3,831.1		3,831.1		3,729.9
Other Long-term Investments
Miscellaneous Long-term Investments	—		24.1		91.5		115.6		115.6
Total Financial Instrument Assets Not Carried at Fair Value	$	—	$	2,341.5	$	3,922.6	$	6,264.1	$	6,140.5

Liabilities
Long-term Debt	$	1,429.8	$	1,639.4	$	—	$	3,069.2	$	2,971.3
Payables for Collateral on Investments
Federal Home Loan Bank (FHLB) Funding Agreements	—		104.0		—		104.0		104.0
Other Liabilities
Unfunded Commitments	—		2.3		—		2.3		2.3
Total Financial Instrument Liabilities Not Carried at Fair Value	$	1,429.8	$	1,745.7	$	—	$	3,175.5	$	3,077.6


	March 31, 2019								June 30, 2019
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(in millions of dollars)								(in millions of dollars)
United States Government and Government Agencies and Authorities	$	1,714.2	$	135.6	$	4.0	$	1,845.8	$	1,727.0	$	159.2	$	—	$	1,886.2
States, Municipalities, and Political Subdivisions	2,151.0		389.7		0.3		2,540.4		2,229.8		478.5		0.3		2,708.0
Foreign Governments	822.1		188.6		3.0		1,007.7		806.8		199.5		1.6		1,004.7
Public Utilities	6,451.6		1,027.4		24.5		7,454.5		6,414.4		1,217.5		18.2		7,613.7
Mortgage/Asset-Backed Securities	1,473.6		84.5		2.0		1,556.1		1,461.8		105.1		0.5		1,566.4
All Other Corporate Bonds	27,822.7		2,753.2		238.0		30,337.9		28,126.0		3,623.0		127.8		31,621.2
Redeemable Preferred Stocks	39.0		1.2		—		40.2		39.0		1.0		—		40.0
Total Fixed Maturity Securities	$	40,474.2	$	4,580.2	$	271.8	$	44,782.6	$	40,804.8	$	5,783.8	$	148.4	$	46,440.2


	March 31, 2019								June 30, 2019
	Less Than 12 Months				12 Months or Greater				Less Than 12 Months				12 Months or Greater
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
	(in millions of dollars)								(in millions of dollars)
United States Government and Government Agencies and Authorities	$	0.1	$	—	$	217.6	$	4.0	$	—	$	—	$	2.1	$	—
States, Municipalities, and Political Subdivisions	9.6		0.2		9.6		0.1		6.0		0.3		—		—
Foreign Governments	54.7		3.0		—		—		10.6		0.4		11.7		1.2
Public Utilities	101.0		1.9		400.1		22.6		92.0		2.1		105.3		16.1
Mortgage/Asset-Backed Securities	35.2		0.1		150.2		1.9		26.4		0.1		44.2		0.4
All Other Corporate Bonds	1,254.2		42.4		3,830.8		195.6		438.0		20.6		1,652.1		107.2
Total Fixed Maturity Securities	$	1,454.8	$	47.6	$	4,608.3	$	224.2	$	573.0	$	23.5	$	1,815.4	$	124.9


	March 31, 2019										June 30, 2019
	Total Amortized Cost		Unrealized Gain Position				Unrealized Loss Position				Total Amortized Cost		Unrealized Gain Position				Unrealized Loss Position
	Total Amortized Cost		Gross Gain		Fair Value		Gross Loss		Fair Value		Total Amortized Cost		Gross Gain		Fair Value		Gross Loss		Fair Value
	(in millions of dollars)										(in millions of dollars)
1 year or less	$	1,039.7	$	15.1	$	972.8	$	9.1	$	72.9	$	1,082.2	$	17.2	$	1,065.7	$	3.3	$	30.4
Over 1 year through 5 years	6,433.0		387.7		6,244.3		49.6		526.8		6,228.2		433.8		6,232.6		52.1		377.3
Over 5 years through 10 years	12,907.5		1,095.3		11,243.1		80.8		2,678.9		13,336.4		1,477.5		13,952.1		28.8		833.0
Over 10 years	18,620.4		2,997.6		18,888.6		130.3		2,599.1		18,696.2		3,750.2		21,305.6		63.7		1,077.1
	39,000.6		4,495.7		37,348.8		269.8		5,877.7		39,343.0		5,678.7		42,556.0		147.9		2,317.8
Mortgage/Asset-Backed Securities	1,473.6		84.5		1,370.7		2.0		185.4		1,461.8		105.1		1,495.8		0.5		70.6
Total Fixed Maturity Securities	$	40,474.2	$	4,580.2	$	38,719.5	$	271.8	$	6,063.1	$	40,804.8	$	5,783.8	$	44,051.8	$	148.4	$	2,388.4



					Gross Unrealized Loss
	Fair Value		Gross Unrealized Gain		Amount		Percent of Total Gross Unrealized Loss
	(in millions of dollars)
Investment-Grade	$	43,232.8	$	5,664.6	$	58.5	39.4	%
Below-Investment-Grade	3,207.4		119.2		89.9		60.6
Total Fixed Maturity Securities	$	46,440.2	$	5,783.8	$	148.4	100.0	%


��	Relevant industry conditions and trends relative to their historical cycles


Region
New England	$	45.0	2.0	%	$	45.9	2.0	%	$	41.6	1.9	%	$	45.9	2.0	%
Mid-Atlantic	159.4		7.2		160.6		7.0		158.2		7.1		160.6		7.0
East North Central	311.7		14.1		354.4		15.4		309.7		14.0		354.4		15.4
West North Central	188.7		8.6		190.3		8.3		192.6		8.7		190.3		8.3
South Atlantic	481.2		21.8		485.2		21.1		470.5		21.2		485.2		21.1
East South Central	100.5		4.6		105.5		4.6		99.7		4.5		105.5		4.6
West South Central	213.0		9.7		240.6		10.5		219.4		9.9		240.6		10.5
Mountain	254.1		11.5		242.7		10.6		264.6		11.9		242.7		10.6
Pacific	453.0		20.5		469.8		20.5		462.6		20.8		469.8		20.5
Total	$	2,206.6	100.0	%	$	2,295.0	100.0	%	$	2,218.9	100.0	%	$	2,295.0	100.0	%



Loan-to-Value Ratio
<= 65%	$	1,122.8	$	1,204.8
> 65% <= 75%	1,056.7		1,049.1
> 75% <= 85%	—		11.8
> 85%	39.4		29.3
Total	$	2,218.9	$	2,295.0



Loan-to-Value Ratio
<= 65%	$	1,167.4	$	1,204.8
> 65% <= 75%	1,013.4		1,049.1
> 75% <= 85%	—		11.8
> 85%	25.8		29.3
Total	$	2,206.6	$	2,295.0



	June 30, 2019		December 31, 2018
	Overnight and Continuous
	(in millions of dollars)
United States Government and Government Agencies and Authorities	$	0.8	$	—
Public Utilities	0.4		—
All Other Corporate Bonds	4.6		0.1
Total Borrowings	5.8		0.1
Gross Amount of Recognized Liability for Securities Lending Transactions	5.8		0.1
Amounts Related to Agreements Not Included in Offsetting Disclosure Contained Herein	$	—	$	—


	March 31, 2019														June 30, 2019
	Gross Amount						Gross Amount Not								Gross Amount						Gross Amount Not
	of Recognized		Gross Amount		Net Amount		Offset in Balance Sheet								of Recognized		Gross Amount		Net Amount		Offset in Balance Sheet
	Financial		Offset in		Presented in		Financial			Cash			Net		Financial		Offset in		Presented in		Financial			Cash			Net
	Instruments		Balance Sheet		Balance Sheet		Instruments			Collateral			Amount		Instruments		Balance Sheet		Balance Sheet		Instruments			Collateral			Amount
	(in millions of dollars)														(in millions of dollars)
Financial Assets:
Derivatives	$	24.6	$	—	$	24.6	$	(4.8	)	$	(19.8	)	$	—	$	27.4	$	—	$	27.4	$	(5.1	)	$	(22.3	)	$	—
Securities Lending	137.6		—		137.6		(137.6		)	—			—		266.7		—		266.7		(260.9		)	(5.8		)	—
Total	$	162.2	$	—	$	162.2	$	(142.4	)	$	(19.8	)	$	—	$	294.1	$	—	$	294.1	$	(266.0	)	$	(28.1	)	$	—

Financial Liabilities:
Derivatives	$	35.7	$	—	$	35.7	$	(28.6	)	$	—		$	7.1	$	36.2	$	—	$	36.2	$	(32.0	)	$	—		$	4.2
Securities Lending															5.8		—		5.8		(5.8		)	—			—
Total	$	35.7	$	—	$	35.7	$	(28.6	)	$	—		$	7.1	$	42.0	$	—	$	42.0	$	(37.8	)	$	—		$	4.2


•	Forward benchmark interest rate locks are used to minimize interest rate risk associated with the anticipated purchase or disposal of fixed maturity securities. A forward benchmark interest rate lock is a derivative contract without an initial investment where we and the counterparty agree to purchase or sell a specific benchmark interest rate bond at a future date at a pre-determined price.



	Swaps
	Receive Variable/Pay Fixed		Receive Fixed/Pay Fixed		Receive Fixed/Pay Variable		Credit Default			Forwards			Total
	(in millions of dollars)
Balance at March 31, 2018	$	48.0	$	556.4	$	250.0	$	—		$	26.8		$	881.2
Additions	—		6.5		—		—			20.6			27.1
Terminations	48.0		25.5		—		—			26.8			100.3
Balance at June 30, 2018	$	—	$	537.4	$	250.0	$	—		$	20.6		$	808.0

Balance at December 31, 2017	$	48.0	$	536.5	$	250.0	$	70.0		$	—		$	904.5
Additions	—		26.4		—		—			47.4			73.8
Terminations	48.0		25.5		—		70.0			26.8			170.3
Balance at June 30, 2018	$	—	$	537.4	$	250.0	$	—		$	20.6		$	808.0

Balance at March 31, 2019	$	—	$	533.9	$	250.0	$	11.2		$	13.0		$	808.1
Additions	—		57.0		—		—			10.5			67.5
Terminations	—		32.1		—		—			23.1			55.2
Foreign Currency	—		—		—		(0.3		)	(0.4		)	(0.7		)
Balance at June 30, 2019	$	—	$	558.8	$	250.0	$	10.9		$	—		$	819.7

Balance at December 31, 2018	$	—	$	538.2	$	250.0	$	11.0		$	—		$	799.2
Additions	—		99.6		—		—			23.5			123.1
Terminations	—		79.0		—		—			23.1			102.1
Foreign Currency	—		—		—		(0.1		)	(0.4		)	(0.5		)
Balance at June 30, 2019	$	—	$	558.8	$	250.0	$	10.9		$	—		$	819.7



	Carrying Amount of Hedged Assets (Liabilities)						Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets (Liabilities)
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018
	(in millions of dollars)
Fixed maturity securities:
Receive fixed functional currency interest, pay fixed foreign currency interest	$	120.7		$	56.2		$	(1.9	)	$	(2.7	)

Long-term Debt	(248.1		)	(244.4		)	1.5			5.1



	June 30, 2019
	Derivative Assets			Derivative Liabilities
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(in millions of dollars)
Designated as Hedging Instruments
Cash Flow Hedges
Foreign Exchange Contracts	Other L-T Investments	$	19.7	Other Liabilities	$	9.7

Fair Value Hedges
Interest Rate Swaps	Other L-T Investments	—		Other Liabilities	1.6
Foreign Exchange Contracts	Other L-T Investments	7.7		Other Liabilities	2.5
Total Fair Value Hedges		7.7			4.1

Total Designated as Hedging Instruments		$	27.4		$	13.8

Not Designated as Hedging Instruments
Foreign Exchange Contracts	Other L-T Investments	$	—	Other Liabilities	$	22.4
Embedded Derivative in Modified Coinsurance Arrangement	Other L-T Investments	—		Other Liabilities	26.4
Total Not Designated as Hedging Instruments		$	—		$	48.8



		Net Unrealized Gain (Loss) on Securities			Net Gain on Hedges			Foreign Currency Translation Adjustment			Unrecognized Pension and Postretirement Benefit Costs			Total
		(in millions of dollars)
Balance at March 31, 2019		$	(0.1	)	$	230.1		$	(287.9	)	$	(444.4	)	$	(502.3	)
	Other Comprehensive Income (Loss) Before Reclassifications	280.6			0.9			(19.7		)	1.0			262.8
	Amounts Reclassified from Accumulated Other Comprehensive Income or Loss	6.4			(13.0		)	—			3.6			(3.0		)
	Net Other Comprehensive Income (Loss)	287.0			(12.1		)	(19.7		)	4.6			259.8
Balance at June 30, 2019		$	286.9		$	218.0		$	(307.6	)	$	(439.8	)	$	(242.5	)

Balance at March 31, 2018		$	356.1		$	273.5		$	(207.0	)	$	(505.0	)	$	(82.4	)
	Other Comprehensive Income (Loss) Before Reclassifications	(131.7		)	4.8			(61.8		)	2.0			(186.7		)
	Amounts Reclassified from Accumulated Other Comprehensive Income or Loss	0.1			(11.5		)	—			4.3			(7.1		)
	Net Other Comprehensive Income (Loss)	(131.6		)	(6.7		)	(61.8		)	6.3			(193.8		)
Balance at June 30, 2018		$	224.5		$	266.8		$	(268.8	)	$	(498.7	)	$	(276.2	)

Balance at December 31, 2018		$	(312.4	)	$	250.6		$	(305.2	)	$	(447.2	)	$	(814.2	)
	Other Comprehensive Income (Loss) Before Reclassifications	586.0			(3.8		)	(2.4		)	0.2			580.0
	Amounts Reclassified from Accumulated Other Comprehensive Income or Loss	13.3			(28.8		)	—			7.2			(8.3		)
	Net Other Comprehensive Income (Loss)	599.3			(32.6		)	(2.4		)	7.4			571.7
Balance at June 30, 2019		$	286.9		$	218.0		$	(307.6	)	$	(439.8	)	$	(242.5	)

Balance at December 31, 2017		$	607.8		$	282.3		$	(254.5	)	$	(508.1	)	$	127.5
	Adjustment to Adopt Accounting Standard Update - Note 2	(17.5		)	—			—			—			(17.5		)
	Other Comprehensive Income (Loss) Before Reclassifications	(366.5		)	7.7			(14.3		)	0.8			(372.3		)
	Amounts Reclassified from Accumulated Other Comprehensive Income or Loss	0.7			(23.2		)	—			8.6			(13.9		)
	Net Other Comprehensive Income (Loss)	(365.8		)	(15.5		)	(14.3		)	9.4			(386.2		)
Balance at June 30, 2018		$	224.5		$	266.8		$	(268.8	)	$	(498.7	)	$	(276.2	)

Description

Date of Adoption

Effect on Financial Statements

ASC 842 "Leases"

This update changed the accounting for leases, requiring lessees to report most leases on their balance sheets, regardless of whether the lease is classified as a finance lease or an operating lease. For lessees, the initial lease liability is equal to the present value of lease payments, and a corresponding asset, adjusted for certain items, is also recorded. Expense recognition for lessees remained similar to previous accounting requirements for capital and operating leases. For lessors, the guidance modified the classification criteria and the accounting for sales-type and direct financing leases. The guidance was applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption. In addition, the package of practical expedients available to leases that commenced prior to the date of adoption was applied.

January 1, 2019

See the summary table below for the financial statement impacts of this modified retrospective adoption on our financial statement line items at January 1, 2019. In addition, see Note 12 of the "Notes to Consolidated Financial Statements" contained herein in Item 1 for the additional disclosures required by the update.