株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549  
FORM 10-Q
(Mark One)
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2025
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _________.
Commission File Number: 1-6028  
_______________________________________________________________________________________________________

LINCOLN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________________________  
Indiana
35-1140070
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
150 N. Radnor-Chester Road, Suite A305, Radnor, Pennsylvania
19087
(Address of principal executive offices) (Zip Code)
(484) 583-1400  
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

_____________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock
LNC
 New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D
 LNC PRD New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large Accelerated Filer ☒ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐   No  ☒  

As of July 25, 2025, there were 189,580,412 shares of the registrant’s common stock outstanding.
—————————————————————————————————————————————————————




Table of Contents

Lincoln National Corporation
 
Table of Contents

Page
PART I
Item 1.
ended June 30, 2025 and 2024
ended June 30, 2025 and 2024
ended June 30, 2025 and 2024
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item1A.
Item 2.
Item 5.
Item 6.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
LINCOLN NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
As of As of
June 30, December 31,
2025 2024
(Unaudited)
ASSETS
Investments:
Fixed maturity available-for-sale securities, at fair value
(amortized cost: 2025 - $98,529; 2024 - $97,415; allowance for credit losses: 2025 - $85; 2024 - $46)
 $ 89,386  $ 87,111 
Trading securities 1,909  2,025 
Equity securities 341  294 
Mortgage loans on real estate, net of allowance for credit losses
(portion at fair value: 2025 - $232; 2024 - $232)
 21,996  21,083 
Policy loans 2,552  2,476 
Derivative investments 8,349  9,677 
Other investments 6,611  6,588 
Total investments 131,144  129,254 
Cash and invested cash 7,143  5,801 
Deferred acquisition costs, value of business acquired and deferred sales inducements 12,604  12,537 
Reinsurance recoverables, net of allowance for credit losses 28,440  28,750 
Deposit assets, net of allowance for credit losses 31,754  30,776 
Market risk benefit assets 4,577  4,860 
Accrued investment income 1,136  1,108 
Goodwill 1,144  1,144 
Other assets 8,181  8,163 
Separate account assets 172,942  168,438 
Total assets $ 399,065  $ 390,831 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Policyholder account balances $ 129,209  $ 126,197 
Future contract benefits 41,053  39,807 
Funds withheld reinsurance liabilities 16,700  16,907 
Market risk benefit liabilities 1,205  1,046 
Deferred front-end loads 7,119  6,730 
Payables for collateral on investments 8,466  10,020 
Short-term debt –  300 
Long-term debt 5,767  5,856 
Other liabilities 7,056  7,261 
Separate account liabilities 172,942  168,438 
Total liabilities 389,517  382,562 
Contingencies and Commitments (See Note 14)
Stockholders’ Equity
Preferred stock – 10,000,000 shares authorized:
Series C preferred stock – 20,000 shares authorized, issued and outstanding
as of June 30, 2025, and December 31, 2024
 493  493 
Series D preferred stock – 20,000 shares authorized, issued and outstanding
as of June 30, 2025, and December 31, 2024
 493  493 
Common stock – 800,000,000 shares authorized; 189,570,904 and 170,380,646 shares
issued and outstanding as of June 30, 2025, and December 31, 2024, respectively
 5,545  4,674 
Retained earnings 7,409  7,645 
Accumulated other comprehensive income (loss) (4,392) (5,036)
Total stockholders’ equity 9,548  8,269 
Total liabilities and stockholders’ equity $ 399,065  $ 390,831 
See accompanying Notes to Consolidated Financial Statements
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LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions, except per share data)
 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Revenues
Insurance premiums $ 1,682  $ 1,625  $ 3,358  $ 3,226 
Fee income 1,340  1,339  2,706  2,662 
Net investment income 1,466  1,332  2,924  2,679 
Realized gain (loss) (641) 663  (631) 230 
Other revenues 197  194  378  472 
Total revenues 4,044  5,153  8,735  9,269 
Expenses
Benefits 1,994  2,008  4,062  4,011 
Interest credited 916  853  1,805  1,675 
Market risk benefit (gain) loss (940) (136) 353  (2,043)
Policyholder liability remeasurement (gain) loss (88) (105) (146) (117)
Commissions and other expenses 1,327  1,351  2,695  2,951 
Interest and debt expense (13) 86  67  167 
Total expenses 3,196  4,057  8,836  6,644 
Income (loss) before taxes 848  1,096  (101) 2,625 
Federal income tax expense (benefit) 149  201  (78) 509 
Net income (loss) 699  895  (23) 2,116 
Other comprehensive income (loss), net of tax:
Unrealized investment gain (loss) 328  (313) 851  (440)
Market risk benefit non-performance risk gain (loss) (350) (197) (32) (661)
Policyholder liability discount rate remeasurement gain (loss) (64) 92  (175) 208 
Foreign currency translation adjustment 10  –  15  (1)
Funded status of employee benefit plans (10) –  (15) 1 
Total other comprehensive income (loss), net of tax (86) (418) 644  (893)
Comprehensive income (loss) $ 613  $ 477  $ 621  $ 1,223 
Net Income (Loss) Available to Common Stockholders
Net income (loss) $ 699  $ 895  $ (23) $ 2,116 
Preferred stock dividends declared (11) (11) (46) (46)
Net income (loss) available to common stockholders $ 688  $ 884  $ (69) $ 2,070 
Net Income (Loss) Per Common Share
Basic $ 3.88  $ 5.18  $ (0.39) $ 12.16 
Diluted 3.80  5.11  (0.39) 12.03 
Cash Dividends Declared Per Common Share $ 0.45  $ 0.45  $ 0.90  $ 0.90 


See accompanying Notes to Consolidated Financial Statements
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LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in millions)
 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Preferred Stock
Balance as of beginning-of-period $ 986  $ 986  $ 986  $ 986 
Balance as of end-of-period 986  986  986  986 
Common Stock
Balance as of beginning-of-period 4,703  4,624  4,674  4,605 
Issuance of common stock 825  –  825  – 
Stock compensation/issued for benefit plans 17  17  46  36 
Balance as of end-of-period 5,545  4,641  5,545  4,641 
Retained Earnings
Balance as of beginning-of-period 6,810  5,887  7,645  4,778 
Net income (loss) 699  895  (23) 2,116 
Preferred stock dividends declared (11) (11) (46) (46)
Common stock dividends declared (89) (80) (167) (157)
Balance as of end-of-period 7,409  6,691  7,409  6,691 
Accumulated Other Comprehensive Income (Loss)
Balance as of beginning-of-period (4,306) (3,951) (5,036) (3,476)
Other comprehensive income (loss), net of tax (86) (418) 644  (893)
Balance as of end-of-period (4,392) (4,369) (4,392) (4,369)
Total stockholders’ equity as of end-of-period $ 9,548  $ 7,949  $ 9,548  $ 7,949 


See accompanying Notes to Consolidated Financial Statements
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LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
 For the Six
Months Ended
June 30,
2025 2024
Cash Flows from Operating Activities
Net income (loss) $ (23) $ 2,116 
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Realized (gain) loss 631  (230)
Market risk benefit (gain) loss 353  (2,043)
Sales and maturities (purchases) of trading securities, net 583  150 
Early extinguishment of debt (gain) loss (94) – 
Change in:
Deferred acquisition costs, value of business acquired, deferred sales inducements
and deferred front-end loads 326  367 
Accrued investment income (36) (62)
Insurance liabilities and reinsurance-related balances (154) (2,336)
Accrued expenses (156) 48 
Federal income tax accruals (123) 509 
Other (566) (721)
Net cash provided by (used in) operating activities 741  (2,202)
Cash Flows from Investing Activities
Purchases of available-for-sale securities and equity securities (7,785) (5,109)
Sales of available-for-sale securities and equity securities 1,590  1,243 
Maturities of available-for-sale securities 5,197  3,610 
Purchases of alternative investments (686) (554)
Sales and repayments of alternative investments 574  97 
Issuance of mortgage loans on real estate (2,006) (2,132)
Repayment and maturities of mortgage loans on real estate 1,148  624 
Repayment (issuance) of policy loans, net (76) (37)
Net change in collateral on investments, certain derivatives and related settlements (306) 3,933 
Cash received from disposition, net of cash transferred –  621 
Other 38  (56)
Net cash provided by (used in) investing activities (2,312) 2,240 
Cash Flows from Financing Activities
Payment of long-term debt, including current maturities (300) (100)
Issuance of long-term debt, net of issuance costs –  346 
Payment related to early extinguishment of debt (421) – 
Payment related to sale-leaseback transactions (4) (8)
Proceeds from certain financing arrangements 33  – 
Payment related to certain financing arrangements (84) (88)
Policyholder account balances:
Deposits 9,623  8,108 
Withdrawals (6,250) (6,068)
Transfers from (to) separate accounts, net (303) 87 
Issuance of common stock 825  – 
Common stock issued for benefit plans (7) (6)
Dividends paid to preferred stockholders (46) (46)
Dividends paid to common stockholders (153) (153)
Net cash provided by (used in) financing activities 2,913  2,072 
Net increase (decrease) in cash, invested cash and restricted cash 1,342  2,110 
Cash, invested cash and restricted cash as of beginning-of-year 5,801  3,365 
Cash, invested cash and restricted cash as of end-of-period $ 7,143  $ 5,475 


See accompanying Notes to Consolidated Financial Statements
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LINCOLN NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Operations and Basis of Presentation

Nature of Operations

Lincoln National Corporation and its subsidiaries (“LNC” or the “Company,” which also may be referred to as “we,” “our” or “us”) operate multiple insurance businesses through four business segments: Annuities, Life Insurance, Group Protection and Retirement Plan Services. In addition, we include financial results for operations that are not directly related to our business segments in Other Operations. The collective group of businesses uses “Lincoln Financial” as its marketing identity. Through our business segments, we sell a wide range of wealth accumulation, wealth protection, group protection and retirement products and solutions. These products primarily include variable annuities, fixed annuities (including indexed), registered index-linked annuities (“RILA”), universal life insurance (“UL”), variable universal life insurance (“VUL”), linked-benefit UL and VUL, indexed universal life insurance (“IUL”), term life insurance, group life, disability and dental and employer-sponsored retirement plans and services. For more information on our segments and the products and solutions we provide, see Note 16.

Basis of Presentation

The accompanying unaudited consolidated financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions for the Securities and Exchange Commission (“SEC”) Quarterly Report on Form 10-Q, including Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The information contained in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), should be read in connection with the reading of these interim unaudited consolidated financial statements.

Certain GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in our 2024 Form 10-K.

In the opinion of management, these statements include all normal recurring adjustments necessary for a fair presentation of the Company’s results. Interim results for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025. All material inter-company accounts and transactions have been eliminated in consolidation.

We present disaggregated disclosures in the Notes below for long-duration insurance balances, applying the level of aggregation by business segment as follows:

Business Segment
Level of Aggregation
Annuities
Variable Annuities
Fixed Annuities
Payout Annuities
Life Insurance
Traditional Life
UL and Other
Group Protection
Group Protection
Retirement Plan Services
Retirement Plan Services

The variable annuities level of aggregation includes RILA products, which are indexed variable annuities. The fixed annuities level of aggregation represents deferred fixed annuities. We have excluded amounts reported in Other Operations from our disaggregated disclosures that are attributable to the indemnity reinsurance agreements with Protective Life Insurance Company (“Protective”) and Swiss Re Life & Health America, Inc (“Swiss Re”) as these contracts are fully reinsured, run-off institutional pension business in the form of group annuity and the results of certain disability income business.

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2. New Accounting Standards

Adoption of Accounting Standards

The following table provides a description of current period adoptions of Accounting Standards Updates (“ASUs”).

Standard
Description
Effective Date
Effect on Financial Statements or Other Significant Matters
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU aims to enhance reportable segment disclosure requirements. It requires that a public entity disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), disclose and describe other segment items and report additional measures of a segment’s profit or loss if used by the CODM.
January 1, 2024 (Annual Filings) and January 1, 2025 (Quarterly Filings)
We adopted this ASU on the applicable effective dates, incorporating the required disclosures in the Segment Information Note to the consolidated financial statements, along with retrospectively updating the applicable tabular disclosures.

Future Adoption of Accounting Standards

The following table provides a description of future adoptions of ASUs that may have an impact on the consolidated financial statements when adopted. ASUs not listed below were assessed and determined to be either not applicable or insignificant in presentation or amount.

Standard
Description
Effective Date
Effect on Financial Statements or Other Significant Matters
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
This ASU establishes new income tax disclosure requirements, as well as adjusts certain existing requirements. It specifically requires expanded and disaggregated disclosures around the tax rate reconciliation.
January 1, 2025 (Annual Filings)
We do not expect the adoption to have a material impact to the consolidated financial statements, including disclosures within the Federal Income Taxes Note.
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)
This ASU requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization.
 January 1, 2027
We are evaluating the impact of this ASU to the consolidated financial statements.

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3. Investments

Fixed Maturity AFS Securities

The amortized cost, gross unrealized gains and losses, allowance for credit losses and fair value of fixed maturity available-for-sale (“AFS”) securities (in millions) were as follows:

As of June 30, 2025
Amortized Cost Gross Unrealized Allowance for Credit Losses Fair Value
Gains Losses
Fixed maturity AFS securities:
Corporate bonds $ 75,551  $ 706  $ 8,849  $ 36  $ 67,372 
U.S. government bonds 591  6  34  –  563 
State and municipal bonds 2,663  17  426  –  2,254 
Foreign government bonds 281  13  55  –  239 
RMBS 2,217  30  179  5  2,063 
CMBS 2,080  10  118  –  1,972 
ABS 14,892  116  307  43  14,658 
Hybrid and redeemable preferred securities 254  23  11  1  265 
Total fixed maturity AFS securities $ 98,529  $ 921  $ 9,979  $ 85  $ 89,386 
    

As of December 31, 2024
Amortized Cost Gross Unrealized Allowance for Credit Losses Fair Value
Gains Losses
Fixed maturity AFS securities:
Corporate bonds $ 75,556  $ 563  $ 9,655  $ 14  $ 66,450 
U.S. government bonds 429  3  41  –  391 
State and municipal bonds 2,798  18  445  –  2,371 
Foreign government bonds 282  11  56  –  237 
RMBS 2,066  24  220  7  1,863 
CMBS 1,817  4  156  –  1,665 
ABS 14,226  99  421  24  13,880 
Hybrid and redeemable preferred securities 241  25  11  1  254 
Total fixed maturity AFS securities $ 97,415  $ 747  $ 11,005  $ 46  $ 87,111 

The amortized cost and fair value of fixed maturity AFS securities by contractual maturities (in millions) as of June 30, 2025, were as follows:

Amortized Cost Fair Value
Due in one year or less $ 4,274  $ 4,243 
Due after one year through five years 19,470  19,110 
Due after five years through ten years 12,274  11,668 
Due after ten years 43,322  35,672 
Subtotal 79,340  70,693 
Structured securities (RMBS, CMBS, ABS) 19,189  18,693 
Total fixed maturity AFS securities $ 98,529  $ 89,386 

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

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The fair value and gross unrealized losses of fixed maturity AFS securities (dollars in millions) for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:

As of June 30, 2025
Less Than or Equal
to Twelve Months		 Greater Than Twelve Months Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value
Gross Unrealized Losses (1)
Fixed maturity AFS securities:
Corporate bonds $ 16,755  $ 3,309  $ 33,798  $ 5,540  $ 50,553  $ 8,849 
U.S. government bonds 51  2  223  32  274  34 
State and municipal bonds 742  192  965  234  1,707  426 
Foreign government bonds 26  4  126  51  152  55 
RMBS 645  52  832  127  1,477  179 
CMBS 329  18  1,016  100  1,345  118 
ABS 2,379  48  4,105  259  6,484  307 
Hybrid and redeemable
preferred securities 22  2  90  9  112  11 
Total fixed maturity AFS securities $ 20,949  $ 3,627  $ 41,155  $ 6,352  $ 62,104  $ 9,979 
Total number of fixed maturity AFS securities in an unrealized loss position 6,381 

As of December 31, 2024
Less Than or Equal
to Twelve Months		 Greater Than Twelve Months Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value
Gross Unrealized Losses (1)
Fixed maturity AFS securities:
Corporate bonds $ 24,657  $ 4,054  $ 29,786  $ 5,601  $ 54,443  $ 9,655 
U.S. government bonds 86  3  224  38  310  41 
State and municipal bonds 1,087  228  760  217  1,847  445 
Foreign government bonds 32  5  118  51  150  56 
RMBS 795  76  760  144  1,555  220 
CMBS 579  50  777  106  1,356  156 
ABS 2,907  118  3,827  303  6,734  421 
Hybrid and redeemable
preferred securities 23  3  93  8  116  11 
Total fixed maturity AFS securities $ 30,166  $ 4,537  $ 36,345  $ 6,468  $ 66,511  $ 11,005 
Total number of fixed maturity AFS securities in an unrealized loss position 6,985 

(1) As of June 30, 2025, and December 31, 2024, we recognized $18 million and $23 million of gross unrealized losses, respectively, in other comprehensive income (loss) (“OCI”) for fixed maturity AFS securities for which an allowance for credit losses has been recorded.

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The fair value, gross unrealized losses (in millions) and number of fixed maturity AFS securities where the fair value had declined and remained below amortized cost by greater than 20% were as follows:

As of June 30, 2025
Fair Value Gross Unrealized Losses
Number
of
Securities (1)
Less than six months $ 1,846  $ 571  359 
Six months or greater, but less than nine months 1,215  372  256 
Nine months or greater, but less than twelve months 1,516  498  304 
Twelve months or greater 4,651  2,294  796 
Total $ 9,228  $ 3,735  1,715 

As of December 31, 2024
Fair Value Gross Unrealized Losses
Number
of
Securities (1)
Less than six months $ 5,405  $ 1,621  799 
Six months or greater, but less than nine months 371  198  216 
Nine months or greater, but less than twelve months 71  28  37 
Twelve months or greater 4,440  2,218  741 
Total $ 10,287  $ 4,065  1,793 

(1) We may reflect a security in more than one aging category based on various purchase dates.

Our gross unrealized losses on fixed maturity AFS securities decreased by $1.0 billion for the six months ended June 30, 2025. As discussed further below, we do not believe the unrealized loss position as of June 30, 2025, required an impairment recognized in earnings as: (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. Based upon this evaluation as of June 30, 2025, management believes we have the ability to generate adequate amounts of cash from our normal operations (e.g., insurance premiums, fee income and investment income) to meet cash requirements with a prudent margin of safety without requiring the sale of our impaired securities.

As of June 30, 2025, the unrealized losses associated with our corporate bond, U.S. government bond, state and municipal bond and foreign government bond securities were attributable primarily to rising interest rates and widening credit spreads since purchase. We performed a detailed analysis of the financial performance of the underlying issuers and determined that we expected to recover the entire amortized cost of each impaired security.
 
Credit ratings express opinions about the credit quality of a security. Securities rated investment grade (those rated BBB- or higher by S&P Global Ratings (“S&P”) or Baa3 or higher by Moody’s Investors Service (“Moody’s”)) are generally considered by the rating agencies and market participants to be low credit risk. As of June 30, 2025, and December 31, 2024, 96% of the fair value of our corporate bond portfolio was rated investment grade. As of June 30, 2025, and December 31, 2024, the portion of our corporate bond portfolio rated below investment grade had an amortized cost of $3.0 billion and $2.9 billion, respectively, and a fair value of $2.9 billion and $2.8 billion, respectively. Based upon the analysis discussed above, we believe that as of June 30, 2025, and December 31, 2024, we would have recovered the amortized cost of each corporate bond.

As of June 30, 2025, the unrealized losses associated with our mortgage-backed securities (“MBS”) and asset-backed securities (“ABS”) were attributable primarily to rising interest rates and widening credit spreads since purchase. We assessed for credit impairment using a cash flow model that incorporates key assumptions including default rates, severities and prepayment rates. We estimated losses for a security by forecasting the underlying loans in each transaction. The forecasted loan performance was used to project cash flows to the various tranches in the structure, as applicable. Our forecasted cash flows also considered, as applicable, independent industry analyst reports and forecasts and other independent market data. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared to our subordination or other credit enhancement, we expected to recover the entire amortized cost of each impaired security.

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As of June 30, 2025, the unrealized losses associated with our hybrid and redeemable preferred securities were attributable primarily to wider credit spreads caused by illiquidity in the market and subordination within the capital structure, as well as credit risk of underlying issuers. For our hybrid and redeemable preferred securities, we evaluated the financial performance of the underlying issuers based upon credit performance and investment ratings and determined that we expected to recover the entire amortized cost of each impaired security.

Credit Loss Impairment on Fixed Maturity AFS Securities

We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require an allowance for credit losses. Changes in the allowance for credit losses on fixed maturity AFS securities (in millions), aggregated by investment category, were as follows:

As of or For the Three Months Ended June 30, 2025
Corporate Bonds RMBS ABS Hybrids Total
Balance as of beginning-of-period $ 23  $ 6  $ 44  $ 1  $ 74 
Additions from purchases of PCD debt securities (1)
 –  –  –  –  – 
Additions for securities for which credit losses were
  not previously recognized 17  –  –  –  17 
Additions (reductions) for securities for which
credit losses were previously recognized 4  (1) (1) –  2 
Reductions for securities charged off (8) –  –  –  (8)
Balance as of end-of-period (2)
 $ 36  $ 5  $ 43  $ 1  $ 85 

As of or For the Six Months Ended June 30, 2025
Corporate Bonds RMBS ABS Hybrids Total
Balance as of beginning-of-year $ 14  $ 7  $ 24  $ 1  $ 46 
Additions from purchases of PCD debt securities (1)
 –  –  –  –  – 
Additions for securities for which credit losses were
  not previously recognized 25  –  8  –  33 
Additions (reductions) for securities for which
credit losses were previously recognized 5  (2) 11  –  14 
Reductions for securities charged-off (8) –  –  –  (8)
Balance as of end-of-period (2)
 $ 36  $ 5  $ 43  $ 1  $ 85 

As of or For the Three Months Ended June 30, 2024
Corporate Bonds RMBS ABS Hybrids Total
Balance as of beginning-of-period $ 10  $ 6  $ 4  $ 1  $ 21 
Additions from purchases of PCD debt securities (1)
 –  –  –  –  – 
Additions for securities for which credit losses were
  not previously recognized 1  –  15  –  16 
Additions (reductions) for securities for which
credit losses were previously recognized 8  –  –  –  8 
Reductions for disposed securities (1) –  –  –  (1)
Reductions for securities charged off (5) –  –  –  (5)
Balance as of end-of-period (2)
 $ 13  $ 6  $ 19  $ 1  $ 39 

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As of or For the Six Months Ended June 30, 2024
Corporate Bonds RMBS ABS Hybrids Total
Balance as of beginning-of-year $ 8  $ 6  $ 4  $ 1  $ 19 
Additions from purchases of PCD debt securities (1)
 –  –  –  –  – 
Additions for securities for which credit losses were
  not previously recognized 2  –  15  –  17 
Additions (reductions) for securities for which
credit losses were previously recognized 11  –  –  –  11 
Reductions for disposed securities (3) –  –  –  (3)
Reductions for securities charged-off (5) –  –  –  (5)
Balance as of end-of-period (2)
 $ 13  $ 6  $ 19  $ 1  $ 39 

(1) Represents purchased credit-deteriorated (“PCD”) fixed maturity AFS securities.
(2) As of June 30, 2025 and 2024, accrued investment income on fixed maturity AFS securities totaled $886 million and $906 million, respectively, and was excluded from the estimate of credit losses.

Losses from loan modifications were $13 million and $3 million for the three months ended June 30, 2025 and 2024, respectively, and $18 million and $3 million for the six months ended June 30, 2025 and 2024, respectively, reported in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

Mortgage Loans on Real Estate

The following provides the current and past due composition of our mortgage loans on real estate (in millions):

As of June 30, 2025 As of December 31, 2024
Commercial Residential Total Commercial Residential Total
Current $ 17,644  $ 4,154  $ 21,798  $ 17,567  $ 3,387  $ 20,954 
30 to 59 days past due –  92  92  6  71  77 
60 to 89 days past due –  38  38  –  33  33 
90 or more days past due 57  114  171  35  90  125 
Allowance for credit losses (97) (65) (162) (99) (53) (152)
Unamortized premium (discount) (5) 97  92  (6) 83  77 
Mark-to-market gains (losses) (1)
 (33) –  (33) (31) –  (31)
Total carrying value $ 17,566 $ 4,430 $ 21,996 $ 17,472 $ 3,611 $ 21,083

(1) Represents the mark-to-market on certain mortgage loans on real estate that support our modified coinsurance agreements, where the investment results are passed directly to the reinsurers, and for which we have elected the fair value option. As of June 30, 2025, the amortized cost and fair value of such mortgage loans on real estate that were in nonaccrual status was $48 million and $30 million, respectively. As of December 31, 2024, the amortized cost and fair value of such mortgage loans on real estate that were in nonaccrual status was $30 million and $21 million, respectively. As of June 30, 2025 and December 31, 2024, there were no such mortgage loans on real estate that were more than 90 days past due and still accruing interest. For additional information, see “Fair Value Option” in Note 13.

The amortized cost of mortgage loans on real estate on nonaccrual status (in millions) was as follows, excluding certain mortgage loans on real estate that support our modified coinsurance agreements where the investment results are passed directly to the reinsurers:

As of
June 30,
 2025		 As of
December 31,
 2024
Commercial mortgage loans on real estate $ 10  $ 4 
Residential mortgage loans on real estate 117  92 
Total $ 127  $ 96 
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We use loan-to-value (“LTV”) and debt-service coverage ratios as credit quality indicators for our commercial mortgage loans on real estate. The amortized cost of commercial mortgage loans on real estate (dollars in millions) by year of origination and credit quality indicator was as follows:

As of June 30, 2025
LTV
Less Than 65%		 Debt-Service Coverage Ratio LTV
65% to 75%		 Debt-Service Coverage Ratio LTV
Greater Than 75%		 Debt-Service Coverage Ratio Total
Origination Year
2025 $ 630  1.65  $ 65  1.25  $ 13  1.14  $ 708 
2024 1,540  1.73  73  1.42  7  1.48  1,620 
2023 1,343  1.77  39  1.37  2  1.12  1,384 
2022 1,713  2.16  86  1.54  5  1.37  1,804 
2021 2,242  3.71  41  1.66  9  1.58  2,292 
2020 and prior 9,799  2.56  56  1.45  33  2.09  9,888 
Total $ 17,267  $ 360  $ 69  $ 17,696 

As of December 31, 2024
LTV
Less Than 65%		 Debt-Service Coverage Ratio LTV
65% to 75%		 Debt-Service Coverage Ratio LTV
Greater Than 75%		 Debt-Service Coverage Ratio Total
Origination Year
2024 $ 1,548  1.73  $ 83  1.41  $ –  –  $ 1,631 
2023 1,348  1.78  44  1.36  –  –  1,392 
2022 1,724  2.11  94  1.55  4  1.30  1,822 
2021 2,267  3.50  47  1.52  –  –  2,314 
2020 1,167  3.33  4  1.53  –  –  1,171 
2019 and prior 9,138  2.38  126  1.58  8  1.30  9,272 
Total $ 17,192  $ 398  $ 12  $ 17,602 

We use loan performance status as the primary credit quality indicator for our residential mortgage loans on real estate. The amortized cost of residential mortgage loans on real estate (in millions) by year of origination and credit quality indicator was as follows:

As of June 30, 2025
Performing Nonperforming Total
Origination Year
2025 $ 754  $ –  $ 754 
2024 2,074  39  2,113 
2023 472  20  492 
2022 457  33  490 
2021 404  14  418 
2020 and prior 217  11  228 
Total $ 4,378  $ 117  $ 4,495 

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As of December 31, 2024
Performing Nonperforming Total
Origination Year
2024 $ 1,895  $ 14  $ 1,909 
2023 557  16  573 
2022 492  33  525 
2021 427  11  438 
2020 65  4  69 
2019 and prior 136  14  150 
Total $ 3,572  $ 92  $ 3,664 

Credit Losses on Mortgage Loans on Real Estate

In connection with our recognition of an allowance for credit losses for mortgage loans on real estate, we perform a quantitative analysis using a probability of default/loss given default/exposure at default approach to estimate expected credit losses in our mortgage loan portfolio as well as unfunded commitments related to commercial mortgage loans, exclusive of certain mortgage loans held at fair value.

Changes in the allowance for credit losses on mortgage loans on real estate (in millions) were as follows:

As of or For the Three Months Ended
June 30, 2025
Commercial Residential Total
Balance as of beginning-of-period $ 98  $ 56  $ 154 
Additions (reductions) from provision for credit loss
expense (1)
 (1) 9  8 
Additions from purchases of PCD mortgage loans on
real estate –  –  – 
Balance as of end-of-period (2)
 $ 97  $ 65  $ 162 

As of or For the Six Months Ended
June 30, 2025
Commercial Residential Total
Balance as of beginning-of-year $ 99  $ 53  $ 152 
Additions (reductions) from provision for credit loss
expense (1)
 (2) 12  10 
Additions from purchases of PCD mortgage loans on
real estate –  –  – 
Balance as of end-of-period (2)
 $ 97  $ 65  $ 162 

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As of or For the Three Months Ended
June 30, 2024
Commercial Residential Total
Balance as of beginning-of-period $ 84  $ 31  $ 115 
Additions (reductions) from provision for credit loss
expense (1)
 9  9  18 
Additions from purchases of PCD mortgage loans on
real estate –  –  – 
Balance as of end-of-period (2)
 $ 93  $ 40  $ 133 

As of or For the Six Months Ended
June 30, 2024
Commercial Residential Total
Balance as of beginning-of-year $ 86  $ 28  $ 114 
Additions (reductions) from provision for credit loss
expense (1)
 7  12  19 
Additions from purchases of PCD mortgage loans on
real estate –  –  – 
Balance as of end-of-period (2)
 $ 93  $ 40  $ 133 

(1) We recognized less than $1 million of credit loss benefit (expense) related to unfunded commitments for mortgage loans on real estate for the three months ended June 30, 2025 and 2024, and less than $1 million and $1 million for the six months ended June 30, 2025 and 2024, respectively.
(2) Accrued investment income on mortgage loans on real estate totaled $107 million and $81 million as of June 30, 2025 and 2024, respectively, and was excluded from the estimate of credit losses.

Alternative Investments 

As of June 30, 2025, and December 31, 2024, alternative investments included investments in 372 and 371 different partnerships, respectively, and represented approximately 3% of total investments.

Impairments on Fixed Maturity AFS Securities

Details underlying credit loss benefit (expense) incurred as a result of impairments that were recognized in net income (loss) and included in realized gain (loss) on fixed maturity AFS securities (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Credit Loss Benefit (Expense)
Fixed maturity AFS securities:
Corporate bonds $ (21) $ (8) $ (30) $ (10)
RMBS 1  –  2  – 
ABS 1  (15) (19) (15)
Total credit loss benefit (expense) $ (19) $ (23) $ (47) $ (25)
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Payables for Collateral on Investments

The carrying value of the payables for collateral on investments included on the Consolidated Balance Sheets and the fair value of the related investments or collateral (in millions) consisted of the following:

As of June 30, 2025 As of December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
Collateral payable for derivative investments (1)
 $ 5,003  $ 5,003  $ 7,213  $ 7,213 
Securities pledged under securities lending agreements (2)
 155  150  157  151 
Securities pledged under repurchase agreements (3)
 418  435  –  – 
Investments pledged for FHLBI (4)
 2,890  4,124  2,650  3,657 
Total payables for collateral on investments $ 8,466  $ 9,712  $ 10,020  $ 11,021 

(1) We obtain collateral based upon contractual provisions with our counterparties. These agreements take into consideration the counterparties’ credit rating as compared to ours, the fair value of the derivative investments and specified thresholds that if exceeded result in the receipt of cash that is typically invested in cash and invested cash or fixed maturity AFS securities. This also includes interest payable on collateral. See Note 5 for additional information.
(2) Our pledged securities under securities lending agreements are included in fixed maturity AFS securities on the Consolidated Balance Sheets. We generally obtain collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. We value collateral daily and obtain additional collateral when deemed appropriate. The cash received in our securities lending program is typically invested in cash and invested cash or fixed maturity AFS securities.
(3) Our pledged securities under repurchase agreements are included in fixed maturity AFS securities on the Consolidated Balance Sheets. The collateral requirements are generally 80% to 95% of the fair value of the securities, and our agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received in our repurchase program is typically invested in cash and invested cash or fixed maturity AFS securities.
(4) Our pledged investments for Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”) are included in fixed maturity AFS securities and mortgage loans on real estate on the Consolidated Balance Sheets. The collateral requirements are generally 105% to 115% of the fair value for fixed maturity AFS securities and 155% to 175% of the fair value for mortgage loans on real estate. The cash received in these transactions is primarily invested in cash and invested cash or fixed maturity AFS securities.

Increase (decrease) in payables for collateral on investments (in millions) consisted of the following:

 For the Six
Months Ended
June 30,
2025 2024
Collateral payable for derivative investments $ (2,210) $ 2,462 
Securities pledged under securities
lending agreements (2) (3)
Securities pledged under repurchase agreements 418  – 
Investments pledged for FHLBI 240  550 
Total increase (decrease) in payables for
collateral on investments $ (1,554) $ 3,009 

We have elected not to offset our repurchase agreements and securities lending transactions in the consolidated financial statements. The remaining contractual maturities of repurchase agreements and securities lending transactions accounted for as secured borrowings (in millions) were as follows:
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As of June 30, 2025
Overnight
 and
 Continuous		 Up to 30 Days 30-90 Days Greater Than
90 Days		 Total
Repurchase Agreements
Corporate bonds $ –  $ –  $ –  $ 418  $ 418 
Securities Lending
Corporate bonds $ 143  $ –  $ –  $ –  $ 143 
State and municipal bonds 4  –  –  –  4 
Foreign government bonds 2  –  –  –  2 
Equity securities 6  –  –  –  6 
Total gross secured borrowings $ 155  $ –  $ –  $ 418  $ 573 

As of December 31, 2024
Overnight
 and
 Continuous		 Up to 30 Days 30-90 Days Greater Than
90 Days		 Total
Securities Lending
Corporate bonds $ 144  $ –  $ –  $ –  $ 144 
U.S. government bonds 1  –  –  –  1 
Equity securities 12  –  –  –  12 
Total gross secured borrowings $ 157  $ –  $ –  $ –  $ 157 

We accept collateral in the form of securities in connection with repurchase agreements. In instances where we are permitted to sell or re-pledge the securities received, we report the fair value of the collateral received and a related obligation to return the collateral in the consolidated financial statements. In addition, we receive securities in connection with securities borrowing agreements that we are permitted to sell or re-pledge. As of June 30, 2025, we had not received any collateral and, therefore, had not sold or repledged any
collateral under these agreements.

We also accept collateral from derivative counterparties in the form of securities that we are permitted to sell or re-pledge. As of June 30, 2025, the fair value of this collateral received that we are permitted to sell or re-pledge was $3.2 billion, and we had re-pledged $358 million of this collateral to cover our collateral requirements.

We had not pledged any fixed maturity AFS securities to derivative counterparties as of June 30, 2025.

Investment Commitments

As of June 30, 2025, our investment commitments were $4.3 billion, which included $3.6 billion of limited partnerships (“LPs”), $426 million of mortgage loans on real estate and $258 million of private placement securities.

Concentrations of Financial Instruments

As of June 30, 2025, and December 31, 2024, our most significant investments in one issuer were our investments in securities issued by the Federal National Mortgage Association with a fair value of $941 million and $851 million, respectively, or 1% of total investments, and our investments in securities issued by the Federal Home Loan Mortgage Corporation with a fair value of $621 million and $566 million, respectively, or less than 1% of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

As of June 30, 2025, and December 31, 2024, our most significant investments in one industry were our investments in securities in the financial services industry with a fair value of $13.4 billion, or 10% of total investments, and our investments in securities in the consumer non-cyclical industry with a fair value of $12.9 billion, or 10% of total investments. These concentrations include fixed maturity AFS, trading and equity securities.

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4. Variable Interest Entities

Consolidated VIEs

Asset information (dollars in millions) for the consolidated variable interest entities (“VIEs”) included on the Consolidated Balance Sheets was as follows:

As of June 30, 2025 As of December 31, 2024
Number of Instruments Notional Amounts Carrying Value Number of Instruments Notional Amounts Carrying Value
Assets
Total return swap 1  $ 499  $ –  1  $ 522  $ – 

There were no gains or losses for consolidated VIEs recognized on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024.

Unconsolidated VIEs

Structured Securities

Through our investment activities, we make passive investments in structured securities issued by VIEs for which we are not the manager. These structured securities include our ABS, residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”). We have not provided financial or other support with respect to these VIEs other than our original investment. We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits. Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments. We recognize our variable interest in these VIEs at fair value on the Consolidated Balance Sheets. For information about these structured securities, see Note 3.

Limited Partnerships and Limited Liability Companies

We invest in certain LPs and limited liability companies (“LLCs”) that we have concluded are VIEs. Our exposure to loss is limited to the capital we invest in the LPs and LLCs. We do not hold any substantive kick-out or participation rights in the LPs and LLCs, and we do not receive any performance fees or decision maker fees from the LPs and LLCs. Based on our analysis of the LPs and LLCs, we are not the primary beneficiary of the VIEs as we do not have the power to direct the most significant activities of the LPs and LLCs. The carrying amounts of our investments in the LPs and LLCs are recognized in other investments on the Consolidated Balance Sheets and were $5.6 billion and $5.3 billion as of June 30, 2025, and December 31, 2024, respectively.

5. Derivative Instruments

We maintain an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk. We assess these risks by continually identifying and monitoring changes in our exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.

Derivative activities are monitored by various management committees. The committees are responsible for overseeing the implementation of various hedging strategies that are developed through the analysis of financial simulation models and other internal and industry sources. The resulting hedging strategies are incorporated into our overall risk management strategies.

See Note 13 for additional disclosures related to the fair value of our derivative instruments.

Interest Rate Contracts

We use derivative instruments as part of our interest rate risk management strategy. These instruments are economic hedges unless otherwise noted and include:

Forward-Starting Interest Rate Swaps

We use forward-starting interest rate swaps to hedge the interest rate exposure within our annuity, life insurance and retirement products.

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Interest Rate Cap Corridors

We use interest rate cap corridors to provide a level of protection from the effect of rising interest rates for certain annuity contracts and life insurance products. Interest rate cap corridors involve purchasing an interest rate cap at a specific cap rate and selling an interest rate cap with a higher cap rate. For each corridor, the amount of quarterly payments, if any, is determined by the rate at which the underlying index rate resets above the original capped rate. The corridor limits the benefit the purchaser can receive as the related interest rate index rises above the higher capped rate. There is no additional liability to us other than the purchase price associated with the interest rate cap corridor.

Interest Rate Futures

We use interest rate futures contracts to hedge the liability exposure on certain options in variable annuity and RILA products. These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price.

Interest Rate Swap Agreements

We use interest rate swap agreements to hedge the liability exposure on certain options in variable annuity and RILA products.

We also use interest rate swap agreements designated and qualifying as cash flow hedges to hedge the interest rate risk of floating-rate bond coupon payments on certain variable-rate long-term debt and other variable-rate bonds held by replicating a fixed-rate bond.

Finally, we use interest rate swap agreements designated and qualifying as fair value hedges to hedge against changes in the fair value of certain fixed-rate long-term debt and fixed maturity securities due to interest rate risks.

Bond Forwards and Treasury and Reverse Treasury Locks

We use treasury locks designated and qualifying as cash flow hedges to hedge the interest rate exposure related to our issuance of fixed-rate securities or the anticipated future cash flows of floating-rate fixed maturity securities due to changes in interest rates. In addition, we use bond forwards and reverse treasury locks designated and qualifying as cash flow hedges to hedge the interest rate exposure related to the anticipated purchase of fixed-rate securities or the anticipated future cash flows of floating-rate fixed maturity securities due to changes in interest rates. These derivatives are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities.

Foreign Currency Contracts

We use derivative instruments as part of our foreign currency risk management strategy. These instruments are economic hedges unless otherwise noted and include:

Currency Futures

We use currency futures to hedge foreign exchange risk associated with certain options in variable annuity products. Currency futures exchange one currency for another at a specified date in the future at a specified exchange rate.

Foreign Currency Swaps

We use foreign currency swaps to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency swap is a contractual agreement to exchange one currency for another at specified dates in the future at a specified exchange rate.

We also use foreign currency swaps designated and qualifying as cash flow and fair value hedges to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies.

Foreign Currency Forwards

We use foreign currency forwards to hedge foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency forward is a contractual agreement to exchange one currency for another at specified dates in the future at a specified current exchange rate.

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Equity Market Contracts

We use derivative instruments as part of our equity market risk management strategy that are economic hedges and include:

Call Options Based on the S&P 500® Index and Other Indices

We use call options to hedge the liability exposure on certain options in variable annuity, RILA, fixed indexed annuity, IUL and VUL products.

Our RILA, fixed indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500 Index or other indices. Policyholders may elect to rebalance index options at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We use call options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period.

Consumer Price Index Swaps

We use consumer price index swaps to hedge the liability exposure on certain options in fixed annuity products. Consumer price index swaps are contracts entered into at no cost and whose payoff is the difference between the consumer price index inflation rate and the fixed-rate determined as of inception.

Equity Futures

We use equity futures contracts to hedge the liability exposure on certain options in variable annuity and RILA products. These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price.

Put Options

We use put options to hedge the liability exposure on certain options in variable annuity, RILA and VUL products. Put options are contracts that require the buyers to pay at a specified future date the amount, if any, by which a specified equity index is less than the strike rate stated in the agreement, applied to a notional amount.

Total Return Swaps

We use total return swaps to hedge the liability exposure on certain options in variable annuity, RILA and VUL products.

In addition, we use total return swaps to hedge a portion of the liability related to our deferred compensation plans. We receive the total return on a portfolio of indexes and pay a floating-rate of interest.

Commodity Contracts

We use commodity contracts to economically hedge certain investments that are closely tied to the changes in commodity values. The commodity contract is an over-the-counter contract that combines a purchase put/sold call to lock in a commodity price within a predetermined range in exchange for a net premium.

Credit Contracts

We use derivative instruments as part of our credit risk management strategy that are economic hedges and include:

Credit Default Swaps – Buying Protection

We use credit default swaps (“CDSs”) to hedge the liability exposure on certain options in variable annuity products.

We buy CDSs to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A CDS allows us to put the bond back to the counterparty at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring.

CDSs – Selling Protection

We use CDSs to hedge the liability exposure on certain options in variable annuity products.
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We sell CDSs to offer credit protection to policyholders and investors. The CDSs hedge the policyholders and investors against a drop in bond prices due to credit concerns of certain bond issuers. A CDS allows the investor to put the bond back to us at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring.

Embedded Derivatives

We have embedded derivatives that include:

RILA, Fixed Indexed Annuity and IUL Contracts Embedded Derivatives

Our RILA, fixed indexed annuity and IUL contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500® Index or other indices. Policyholders may elect to rebalance index options at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing participation rates, caps, spreads and specified rates, subject to contractual guarantees. We use options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period.

Reinsurance-Related Embedded Derivatives

We have certain modified coinsurance and coinsurance with funds withheld reinsurance agreements with embedded derivatives related to the withheld assets of the related funds. These derivatives are considered total return swaps with contractual returns that are attributable to various assets and liabilities associated with these reinsurance agreements.

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Primary Risks Managed by Derivatives

We have derivative instruments with off-balance-sheet risks whose notional or contract amounts exceed the related credit exposure. Outstanding derivative instruments with off-balance-sheet risks (in millions) were as follows:
As of June 30, 2025 As of December 31, 2024
Notional Amounts Fair Value Notional Amounts Fair Value
Asset Liability Asset Liability
Qualifying Hedges
Cash flow hedges:
Interest rate contracts (1)
 $ 1,638  $ 143  $ 4  $ 1,230  $ 156  $ 16 
Foreign currency contracts (1)
 4,888  331  154  4,738  556  44 
Total cash flow hedges 6,526  474  158  5,968  712  60 
Fair value hedges:
Interest rate contracts (1)
 1,210  2  21  1,066  10  16 
Foreign currency contracts (1)
 25  –  2  25  1  – 
Total fair value hedges 1,235  2  23  1,091  11  16 
Non-Qualifying Hedges
Interest rate contracts (1)
 81,622  42  428  75,445  63  439 
Foreign currency contracts (1)
 338  14  7  348  30  2 
Equity market contracts (1)
 221,067  13,481  5,211  191,666  13,072  3,879 
Credit contracts (1)
 62  –  –  57  –  – 
Embedded derivatives:
Reinsurance-related (2)
 –  –  140  –  –  30 
RILA, fixed indexed annuity and IUL
contracts (3)
 –  1,236  13,089  –  1,115  12,449 
Total derivative instruments $ 310,850  $ 15,249  $ 19,056  $ 274,575  $ 15,003  $ 16,875 

(1) These asset and liability balances are presented on a gross basis. Amounts are reported in derivative investments and other liabilities on the Consolidated Balance Sheets after the evaluation for right of offset subject to master netting agreements.
(2) Reported in funds withheld reinsurance liabilities on the Consolidated Balance Sheets.
(3) Reported in policyholder account balances and deposit assets on the Consolidated Balance Sheets.

The maturity of the notional amounts of derivative instruments (in millions) was as follows:

Remaining Life as of June 30, 2025
Less Than
1 Year		 1 - 5
Years		 6 - 10
Years		 11 - 30
Years		 Over 30
Years		 Total
Interest rate contracts (1)
 $ 15,089  $ 18,559  $ 22,718  $ 27,476  $ 628  $ 84,470 
Foreign currency contracts (2)
 211  1,367  1,749  1,882  42  5,251 
Equity market contracts 175,031  36,540  7,445  7  2,044  221,067 
Credit contracts –  62  –  –  –  62 
Total derivative instruments with
notional amounts $ 190,331  $ 56,528  $ 31,912  $ 29,365  $ 2,714  $ 310,850 

(1) As of June 30, 2025, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was April 20, 2067.
(2) As of June 30, 2025, the latest maturity date for which we were hedging our exposure to the variability in future cash flows for these instruments was June 16, 2061.

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The following amounts (in millions) were recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges:

Amortized Cost of the Hedged Assets (Liabilities) Cumulative Fair Value Hedging Adjustment Included in the Amortized Cost of the Hedged Assets (Liabilities)
As of
 June 30,
2025		 As of
 December 31,
2024		 As of
 June 30,
2025		 As of
 December 31,
2024
Line Item in the Consolidated Balance Sheets in
which the Hedged Item is Included
Fixed maturity AFS securities, at fair value $ 648  $ 484  $ 25  $ 7 
Long-term debt (1)
 (693) (676) 182  199 

(1) Includes $(302) million and $(310) million of unamortized adjustments from discontinued hedges as of June 30, 2025, and December 31, 2024, respectively.

The change in our unrealized gain (loss) on derivative instruments within accumulated other comprehensive income (loss) (“AOCI”) (in millions) was as follows:

 For the Six
Months Ended
June 30,
2025 2024
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year $ 638  $ 375 
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period:
Cash flow hedges:
Interest rate contracts 37  150 
Foreign currency contracts 169  28 
Change in foreign currency exchange rate adjustment (474) 117 
Income tax benefit (expense) 57  (62)
Less:
Reclassification adjustment for gains (losses)
included in net income (loss):
Cash flow hedges:
Interest rate contracts (1)
 1  (1)
Interest rate contracts (2)
 8  15 
Foreign currency contracts (1)
 27  29 
Foreign currency contracts (3)
 3  (1)
Income tax benefit (expense) (8) (9)
Balance as of end-of-period $ 396  $ 575 

(1) The OCI offset is reported within net investment income on the Consolidated Statements of Comprehensive Income (Loss).
(2) The OCI offset is reported within interest and debt expense on the Consolidated Statements of Comprehensive Income (Loss).
(3) The OCI offset is reported within realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).
 
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The effects of qualifying and non-qualifying hedges (in millions) on the Consolidated Statements of Comprehensive Income (Loss) were as follows:

Gain (Loss) Recognized in Income
For the Three Months Ended June 30,
2025 2024
Realized Gain (Loss) Net Investment Income Interest and Debt Expense Realized Gain (Loss) Net Investment Income Interest and Debt Expense
Total Line Items in which the
Effects of Fair Value or Cash
Flow Hedges are Recorded $ (641) $ 1,466  $ (13) $ 663  $ 1,332  $ 86 
Qualifying Hedges
Gain or (loss) on fair value hedging
relationships:
Interest rate contracts:
Hedged items –  3  (1) –  (7) 6 
Derivatives designated as hedging
instruments –  (3) 1  –  7  (6)
Foreign currency contracts:
Hedged items –  2  –  –  –  – 
Derivatives designated as hedging
instruments –  (2) –  –  –  – 
Gain or (loss) on cash flow hedging
relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified
from AOCI into income –  1  4  –  (1) 6 
Foreign currency contracts:
Amount of gain or (loss) reclassified
from AOCI into income –  12  –  (1) 14  – 
Non-Qualifying Hedges
Interest rate contracts (96) –  –  (115) –  – 
Foreign currency contracts (3) –  –  –  –  – 
Equity market contracts 1,185  –  –  817  –  – 
Credit contracts 1  –  –  –  –  – 
Embedded derivatives:
Reinsurance-related (2) –  –  200  –  – 
RILA, fixed indexed annuity and IUL
contracts (2,073) –  –  (328) –  – 

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Gain (Loss) Recognized in Income
For the Six Months Ended June 30,
2025 2024
Realized Gain (Loss) Net Investment Income Interest and Debt Expense Realized Gain (Loss) Net Investment Income Interest and Debt Expense
Total Line Items in which the
Effects of Fair Value or Cash
Flow Hedges are Recorded $ (631) $ 2,924  $ 67  $ 230  $ 2,679  $ 167 
Qualifying Hedges
Gain or (loss) on fair value hedging
relationships:
Interest rate contracts:
Hedged items –  14  (17) –  (24) 23 
Derivatives designated as hedging
instruments –  (14) 17  –  24  (23)
Foreign currency contracts:
Hedged items –  3  –  –  (1) – 
Derivatives designated as hedging
instruments –  (3) –  –  1  – 
Gain or (loss) on cash flow hedging
relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified
from AOCI into income –  1  8  –  (1) 15 
Foreign currency contracts:
Amount of gain or (loss) reclassified
from AOCI into income 3  27  –  (1) 29  – 
Non-Qualifying Hedges
Interest rate contracts (13) –  –  (277) –  – 
Foreign currency contracts (5) –  –  –  –  – 
Equity market contracts 41  –  –  2,951  –  – 
Credit contracts 2  –  –  –  –  – 
Embedded derivatives:
Reinsurance-related (110) –  –  398  –  – 
RILA, fixed indexed annuity and IUL
contracts (419) –  –  (1,970) –  – 

As of June 30, 2025, $65 million of the deferred net gains (losses) on derivative instruments in AOCI were expected to be reclassified to earnings during the next 12 months. This reclassification would be due primarily to interest rate variances related to our interest rate swap agreements.

For the six months ended June 30, 2025 and 2024, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period.
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Information related to our CDSs for which we are the seller (dollars in millions) was as follows:

As of June 30, 2025
Maturity Reason for Entering Name of Recourse
Credit Rating of Underlying Obligation (1)
 Number of Instruments
Fair Value (2)
 Maximum Potential Payout
Credit Contract Type
Basket CDSs 6/20/2030
(3)
(4)
 BBB+ 1 $ 1  $ 62 

(1)    Represents average credit ratings based on the midpoint of the applicable ratings among Moody’s, S&P and Fitch Ratings, as scaled to the corresponding S&P ratings.
(2)    Third-party valuation specialists are used to determine the market value of our CDSs.
(3)    CDSs were entered into in order to hedge the liability exposure on certain variable annuity products.
(4)    Sellers do not have the right to demand indemnification or compensation from third parties in case of a loss (payment) on the contract.

As of December 31, 2024, we did not have any exposure related to CDSs for which we are the seller.

Details underlying the associated collateral of our CDSs for which we are the seller if credit risk-related contingent features were triggered (in millions) were as follows:

As of
 June 30,
2025		 As of
 December 31,
2024
Maximum potential payout $ 62  $ – 
Less: Counterparty thresholds –  – 
Maximum collateral potentially required to post $ 62  $ – 

Certain of our CDS agreements contain contractual provisions that allow for the netting of collateral with our counterparties related to all of our collateralized financing transactions that we have outstanding. If these netting agreements were not in place, our counterparties would have been required to post $1 million of collateral as of June 30, 2025.

Credit Risk

We are exposed to credit losses in the event of non-performance by our counterparties on various derivative contracts and reflect assumptions regarding the credit or non-performance risk. The non-performance risk is based upon assumptions for each counterparty’s credit spread over the estimated weighted average life of the counterparty exposure, less collateral held. As of June 30, 2025, the non-performance risk adjustment was zero. The credit risk associated with such agreements is minimized by entering into agreements with financial institutions with long-standing, superior performance records. Additionally, we maintain a policy of requiring derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement. We are required to maintain minimum ratings as a matter of routine practice in negotiating ISDA agreements. Under nearly all of our ISDA agreements, our insurance subsidiaries have agreed to maintain certain financial strength ratings. A downgrade below these levels could result in termination of derivative contracts, at which time any amounts payable by us would be dependent on the market value of the underlying derivative contracts. In certain transactions, we and the counterparty have entered into a credit support annex requiring either party to post collateral when net exposures exceed pre-determined thresholds. These thresholds vary by counterparty and credit rating. The amount of such exposure is essentially the net replacement cost or market value less collateral held for such agreements with each counterparty if the net market value is in our favor. We did not have any exposure as of June 30, 2025, or December 31, 2024.

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The amounts recognized (in millions) by S&P credit rating of counterparty, for which we had the right to reclaim cash collateral or were obligated to return cash collateral, were as follows:

As of June 30, 2025 As of December 31, 2024
Collateral
Posted by
Counterparty		 Collateral
Posted to
Counterparty		 Collateral Posted by Counterparty Collateral Posted to Counterparty
S&P Credit Rating of Counterparty
AA- $ 2,394  $ (11) $ 4,043  $ (21)
A+ 1,978  (31) 2,460  (89)
A 57  –  47  – 
A- 558  –  632  – 
Total cash collateral $ 4,987  $ (42) $ 7,182  $ (110)

Balance Sheet Offsetting

Information related to the effects of offsetting on the Consolidated Balance Sheets (in millions) was as follows:

As of June 30, 2025
Derivative
Instruments		 Embedded
Derivative
Instruments		 Total
Financial Assets
Gross amount of recognized assets $ 13,965  $ 1,236  $ 15,201 
Gross amounts offset (5,616) –  (5,616)
Net amount of assets 8,349  1,236  9,585 
Gross amounts not offset:
Cash collateral (4,987) –  (4,987)
Non-cash collateral (1)
 (3,362) –  (3,362)
Net amount $ –  $ 1,236  $ 1,236 
Financial Liabilities
Gross amount of recognized liabilities $ 234  $ 13,229  $ 13,463 
Gross amounts offset (71) –  (71)
Net amount of liabilities 163  13,229  13,392 
Gross amounts not offset:
Cash collateral (42) –  (42)
Non-cash collateral
 (95) –  (95)
Net amount $ 26  $ 13,229  $ 13,255 

(1) Excludes excess non-cash collateral received of $1.2 billion, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.
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As of December 31, 2024
Derivative
Instruments		 Embedded
Derivative
Instruments		 Total
Financial Assets
Gross amount of recognized assets $ 13,483  $ 1,115  $ 14,598 
Gross amounts offset (3,806) –  (3,806)
Net amount of assets 9,677  1,115  10,792 
Gross amounts not offset:
Cash collateral
(7,182) –  (7,182)
Non-cash collateral (1)
 (2,495) –  (2,495)
Net amount $ –  $ 1,115  $ 1,115 
Financial Liabilities
Gross amount of recognized liabilities $ 617  $ 12,479  $ 13,096 
Gross amounts offset (432) –  (432)
Net amount of liabilities 185  12,479  12,664 
Gross amounts not offset:
Cash collateral
(110) –  (110)
Non-cash collateral (2)
 (75) –  (75)
Net amount $ –  $ 12,479  $ 12,479 

(1) Excludes excess non-cash collateral received of $817 million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.
(2) Excludes excess non-cash collateral pledged of $39 million, as the collateral offset is limited to the net estimated fair value of derivatives after application of netting arrangements.

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6. DAC, VOBA, DSI and DFEL

The following table reconciles deferred acquisition costs (“DAC”), value of business acquired (“VOBA”) and deferred sales inducements (“DSI”) (in millions) to the Consolidated Balance Sheets:

As of
June 30,		 As of
December 31,
2025 2024
DAC, VOBA and DSI
Variable Annuities $ 4,028  $ 3,964 
Fixed Annuities 416  423 
Traditional Life 1,339  1,370 
UL and Other 6,339  6,318 
Group Protection 186  178 
Retirement Plan Services 292  284 
Other Operations 4  – 
Total DAC, VOBA and DSI $ 12,604  $ 12,537 

The following table reconciles deferred front-end loads (“DFEL”) (in millions) to the Consolidated Balance Sheets:

As of
June 30,		 As of
December 31,
2025 2024
DFEL
Variable Annuities $ 268  $ 273 
UL and Other 6,796  6,406 
Other Operations (1)
 55  51 
Total DFEL $ 7,119  $ 6,730 

(1) Represents DFEL reported in Other Operations attributable to the indemnity reinsurance agreement with Protective that is excluded from the following tables. We reported $55 million and $51 million of ceded DFEL in reinsurance recoverables on the Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, respectively.

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The following tables summarize the changes in DAC (in millions):

As of or For the Six Months Ended June 30, 2025
Variable
Annuities		 Fixed
Annuities		 Traditional
Life		 UL and
Other		 Group Protection Retirement
Plan
Services
Balance as of beginning-of-year $ 3,851  $ 394  $ 1,335  $ 5,916  $ 178  $ 242 
Deferrals 264  26  45  198  67  9 
Amortization (195) (31) (72) (158) (59) (10)
Balance as of end-of-period $ 3,920  $ 389  $ 1,308  $ 5,956  $ 186  $ 241 

As of or For the Six Months Ended June 30, 2024
Variable
Annuities		 Fixed
Annuities		 Traditional
Life		 UL and
Other		 Group Protection Retirement
Plan
Services
Balance as of beginning-of-year $ 3,751  $ 421  $ 1,376  $ 5,791  $ 154  $ 239 
Deferrals 190  23  59  205  71  10 
Amortization (180) (32) (74) (153) (53) (9)
Balance as of end-of-period $ 3,761  $ 412  $ 1,361  $ 5,843  $ 172  $ 240 

DAC amortization expense of $262 million and $525 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025, respectively, and $252 million and $501 million, respectively, was recorded for the corresponding periods in 2024.

The following tables summarize the changes in VOBA (in millions):

As of or For the Six Months Ended
June 30, 2025
Fixed
Annuities		 Traditional
Life		 UL and
Other
Balance as of beginning-of-year $ 13  $ 35  $ 375 
Amortization (1) (4) (18)
Balance as of end-of-period $ 12  $ 31  $ 357 

As of or For the Six Months Ended
June 30, 2024
Fixed
Annuities		 Traditional
Life		 UL and
Other
Balance as of beginning-of-year $ 15  $ 42  $ 413 
Deferrals –  –  1 
Amortization (1) (4) (20)
Balance as of end-of-period $ 14  $ 38  $ 394 

VOBA amortization expense of $11 million and $23 million was recorded in commissions and other expenses on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025, respectively, and $12 million and $25 million, respectively, was recorded for the corresponding periods in 2024. No additions or write-offs were recorded for each respective period.

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The following tables summarize the changes in DSI (in millions):

As of or For the Six Months Ended
June 30, 2025
Variable
Annuities		 Fixed
Annuities		 UL and
Other		 Retirement
Plan
Services
Balance as of beginning-of-year $ 113  $ 16  $ 27  $ 42 
Deferrals –  –  –  10 
Amortization (5) (1) (1) (1)
Balance as of end-of-period $ 108  $ 15  $ 26  $ 51 

As of or For the Six Months Ended
June 30, 2024
Variable
Annuities		 Fixed
Annuities		 UL and
Other		 Retirement
Plan
Services
Balance as of beginning-of-year $ 122  $ 19  $ 28  $ 26 
Deferrals 1  –  –  12 
Amortization (6) (1) (1) – 
Balance as of end-of-period $ 117  $ 18  $ 27  $ 38 
 
DSI amortization expense of $4 million and $8 million was recorded in interest credited on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025, respectively, and $4 million and $8 million, respectively, was recorded for the corresponding periods in 2024.

The following tables summarize the changes in DFEL (in millions):

As of or For the Six
Months Ended
June 30, 2025		 As of or For the Six
Months Ended
June 30, 2024
Variable
Annuities		 UL and
Other		 Variable
Annuities		 UL and
Other
Balance as of beginning-of-year $ 273  $ 6,406  $ 278  $ 5,579 
Deferrals 7  573  9  544 
Amortization (12) (183) (12) (139)
Balance as of end-of-period 268  6,796  275  5,984 
Less: Ceded DFEL –  233  –  257 
Balance as of end-of-period, net of reinsurance $ 268  $ 6,563  $ 275  $ 5,727 

DFEL amortization of $91 million and $195 million was recorded in fee income on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025, respectively, and $77 million and $151 million, respectively, was recorded for the corresponding periods in 2024.

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7. Reinsurance

Fortitude Re

Effective October 1, 2023, we entered into two reinsurance agreements with Fortitude Reinsurance Company Ltd. (“Fortitude Re”), an authorized Bermuda reinsurer with reciprocal jurisdiction reinsurer status in Indiana, to reinsure certain blocks of in-force UL with secondary guarantees (“ULSG”), MoneyGuard® and fixed annuity products, including group pension annuities. Fortitude Re represents our largest reinsurance exposure as of June 30, 2025, and December 31, 2024.

The first agreement was structured as a coinsurance treaty between us and Fortitude Re for the ULSG and fixed annuities blocks. As significant insurance risk was transferred for ULSG products and life-contingent annuities, amounts recoverable from Fortitude Re were $10.6 billion as of June 30, 2025, and December 31, 2024. We reported a deferred loss on the transaction of $2.5 billion and $2.6 billion as of June 30, 2025, and December 31, 2024, respectively. We amortized $23 million and $46 million of the deferred loss during the three and six months ended June 30, 2025, respectively, and $22 million and $44 million for the three and six months ended June 30, 2024, respectively. Annuities that are not life-contingent do not contain significant insurance risk; therefore, we reported deposit assets for these contracts of $2.6 billion and $3.0 billion as of June 30, 2025, and December 31, 2024, respectively.

The second agreement was structured as coinsurance with funds withheld for the MoneyGuard block; however, as we retained significant insurance risk under the agreement, we reported deposit assets of $8.3 billion and $8.1 billion as of June 30, 2025, and December 31, 2024, respectively. In this coinsurance with funds withheld reinsurance agreement, we as the ceding company withhold, and therefore retain, the assets backing the deposit assets. We held investments with a carrying value of $9.1 billion and $9.3 billion in support of reserves associated with the Fortitude Re transaction in a funds withheld arrangement as of June 30, 2025, and December 31, 2024, respectively, which consisted of the following (in millions):

As of
June 30, 		As of
December 31,
2025 2024
Fixed maturity AFS securities $ 7,561  $ 7,764 
Derivative investments 22  30 
Other investments 1,342  1,419 
Cash and invested cash 80  28 
Accrued investment income 93  96 
Total $ 9,098  $ 9,337 

8. MRBs

The following table reconciles market risk benefits (“MRBs”) (in millions) to MRB assets and MRB liabilities on the Consolidated Balance Sheets:

As of June 30, 2025 As of December 31, 2024
Assets Liabilities Net (Assets) Liabilities Assets Liabilities Net (Assets) Liabilities
Variable Annuities $ 4,467  $ 1,047  $ (3,420) $ 4,737  $ 933  $ (3,804)
Fixed Annuities 64  154  90  78  110  32 
Retirement Plan Services 46  4  (42) 45  3  (42)
Total MRBs $ 4,577  $ 1,205  $ (3,372) $ 4,860  $ 1,046  $ (3,814)

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The following table summarizes the balances of and changes in net MRB (assets) liabilities (in millions):

As of or For the Six
Months Ended
June 30, 2025		 As of or For the Six
Months Ended
June 30, 2024
Variable Annuities Fixed Annuities Retirement Plan Services Variable Annuities Fixed Annuities Retirement Plan Services
Balance as of beginning-of-year $ (3,804) $ 32  $ (42) $ (2,180) $ 32  $ (30)
Less: Effect of cumulative changes in
non-performance risk (153) (33) –  (1,299) (58) (4)
Balance as of beginning-of-year, before the effect
of changes in non-performance risk (3,651) 65  (42) (881) 90  (26)
Issuances 10  –  –  5  –  – 
Attributed fees collected 734  16  3  760  16  3 
Benefit payments (14) –  –  (21) –  – 
Effect of changes in interest rates 175  35  (2) (1,470) (27) (8)
Effect of changes in equity markets (792) –  (3) (1,469) (15) (5)
Effect of changes in equity index volatility 35  3  –  (63) (4) – 
In-force updates and other changes in MRBs (1)
 185  13  2  153  2  1 
Balance as of end-of-period, before the effect of
changes in non-performance risk (3,318) 132  (42) (2,986) 62  (35)
Effect of cumulative changes in
non-performance risk (102) (42) –  (482) (38) – 
Balance as of end-of-period (3,420) 90  (42) (3,468) 24  (35)
Less: Ceded MRB assets (liabilities) (339) –  –  (342) –  – 
Balance as of end-of-period, net of reinsurance $ (3,081) $ 90  $ (42) $ (3,126) $ 24  $ (35)
Weighted-average age of policyholders (years) 73 70 63 72 69 63
Net amount at risk (2)
 $ 1,689  $ 272  $ 2  $ 2,135  $ 221  $ 3 

(1)     Consists primarily of changes in MRB assets and liabilities related to differences between separate account fund performance and modeled indices and other changes such as actual to expected policyholder behavior.
(2)     Net amount at risk (“NAR”) is the current guaranteed minimum benefit in excess of the current account balance as of the balance sheet date. For guaranteed living benefits (“GLBs”), the guaranteed minimum benefit is calculated based on the present value of GLB payments. Our variable annuity products may offer more than one type of guaranteed benefit rider to a policyholder. In instances where more than one guaranteed benefit feature exists in a contract, the guaranteed benefit rider that provides the highest NAR is used in the calculation.

See “MRBs” in Note 13 for details related to our fair value judgments, assumptions, inputs and valuation methodology.
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9. Separate Accounts

The following table presents the fair value of separate account assets (in millions) reported on the Consolidated Balance Sheets by major investment category:

As of
June 30, 		As of
December 31,
2025 2024
Mutual funds and collective investment trusts:
Equity funds:
Domestic $ 80,714  $ 77,740 
International 17,429  16,282 
Other equity funds 1,430  1,403 
Balanced funds 46,127  45,683 
Bond funds 23,064  23,399 
Money market funds 2,058  1,931 
Other funds 1,413  1,321 
Exchange-traded funds 315  336 
Fixed maturity AFS securities 168  161 
Cash and invested cash 5  12 
Other investments 219  170 
Total separate account assets $ 172,942  $ 168,438 

The following table reconciles separate account liabilities (in millions) to the Consolidated Balance Sheets:

As of
June 30, 		As of
December 31,
2025 2024
Variable Annuities $ 120,045  $ 117,998 
UL and Other 30,616  28,841 
Retirement Plan Services 22,220  21,541 
Other Operations (1)
 61  58 
Total separate account liabilities $ 172,942  $ 168,438 

(1) Represents separate account liabilities reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($50 million and $49 million as of June 30, 2025, and December 31, 2024, respectively) that are excluded from the following tables.

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The following table summarizes the balances of and changes in separate account liabilities (in millions):

As of or For the Six
Months Ended
June 30, 2025		 As of or For the Six
Months Ended
June 30, 2024
Variable Annuities UL and Other Retirement Plan Services Variable Annuities UL and Other Retirement Plan Services
Balance as of beginning-of-year $ 117,998  $ 28,841  $ 21,541  $ 113,356  $ 25,150  $ 19,699 
Gross deposits 2,831  787  1,177  1,925  695  1,105 
Withdrawals (7,683) (480) (1,805) (6,604) (193) (1,514)
Policyholder assessments (1,299) (494) (91) (1,301) (493) (89)
Change in market performance 7,290  2,025  1,451  9,026  2,335  1,802 
Net transfers from (to) general account 908  (63) (53) 368  (113) (10)
Balance as of end-of-period $ 120,045  $ 30,616  $ 22,220  $ 116,770  $ 27,381  $ 20,993 
Cash surrender value $ 118,658  $ 25,814  $ 22,205  $ 115,389  $ 24,979  $ 20,979 

10. Policyholder Account Balances

The following table reconciles policyholder account balances (in millions) to the Consolidated Balance Sheets:

  As of
June 30, 		As of
December 31,
2025 2024
Variable Annuities $ 37,026 $ 35,267
Fixed Annuities 26,832 25,963
UL and Other 36,116 36,599
Retirement Plan Services 23,700 23,619
Other (1)
 5,535 4,749
Total policyholder account balances $ 129,209 $ 126,197

(1) Represents policyholder account balances reported primarily in Other Operations attributable to the indemnity reinsurance agreements with Protective ($4.2 billion and $4.4 billion as of June 30, 2025, and December 31, 2024, respectively) and funding agreements, that are excluded from the following tables. See “Funding Agreements” below for more information.

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The following table summarizes the balances and changes in policyholder account balances (in millions):

As of or For the Six Months Ended June 30, 2025
Variable Annuities Fixed Annuities UL and
Other		 Retirement
Plan
Services
Balance as of beginning-of-year $ 35,267  $ 25,963  $ 36,599  $ 23,619 
Gross deposits 2,893  2,099  1,713  1,921 
Withdrawals (1,234) (1,744) (818) (2,433)
Policyholder assessments (1) (30) (2,205) (8)
Net transfers from (to) separate account (619) –  63  254 
Interest credited 403  438  715  347 
Change in fair value of embedded derivative
instruments and other 317  106  49  – 
Balance as of end-of-period $ 37,026 $ 26,832 $ 36,116 $ 23,700
Weighted-average crediting rate 2.3% 3.3% 3.9% 3.0%
Net amount at risk (1) (2)
 $ 1,689 $ 272 $ 296,496 $ 2
Cash surrender value 35,740 25,660 32,446 23,667
As of or For the Six Months Ended June 30, 2024
Variable Annuities Fixed Annuities UL and
Other		 Retirement
Plan
Services
Balance as of beginning-of-year $ 29,141 $ 25,355 $ 37,180 $ 23,784
Gross deposits 2,102 2,646 1,743 1,636
Withdrawals (413) (2,602) (753) (2,275)
Policyholder assessments (1) (31) (2,254) (7)
Net transfers from (to) separate account (146) – 113 120
Interest credited 328 382 733 340
Change in fair value of embedded derivative
instruments and other 1,842 87 86 –
Balance as of end-of-period $ 32,853 $ 25,837 $ 36,848 $ 23,598
Weighted-average crediting rate 2.1  % 3.0  % 4.0  % 2.9  %
Net amount at risk (1) (2)
 $ 2,135 $ 221 $ 299,869 $ 3
Cash surrender value 31,650 24,762 33,114 23,570

(1) NAR is the current guaranteed minimum benefit in excess of the current account balance as of the balance sheet date. For GLBs, the guaranteed minimum benefit is calculated based on the present value of GLB payments. Our variable annuity products may offer more than one type of guaranteed benefit rider to a policyholder. In instances where more than one guaranteed benefit rider exists in a contract, the guaranteed benefit rider that provides the highest NAR is used in the calculation.
(2) Calculation is based on total account balances and includes both policyholder account balances and separate account balances.

Funding Agreements

FABN Program

The Lincoln National Life Insurance Company (“LNL”) established a $5.0 billion funding agreement-backed notes (“FABN”) program in 2024 pursuant to which LNL may issue unsecured funding agreements to an unaffiliated and unconsolidated special purpose statutory trust (the “Trust”) that will then issue medium-term notes for which payment of interest and principal is secured by such funding agreement. Funding agreements issued to the Trust are reported in policyholder account balances on the Consolidated Balance Sheets, and the associated interest is reported within interest credited on the Consolidated Statements of Comprehensive Income (Loss). We had funding agreements issued under the program totaling $1.0 billion as of June 30, 2025, compared to none as of December 31, 2024.
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The following table presents policyholder account balances (in millions) by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between the interest being credited to policyholders and the respective guaranteed contract minimums:
As of June 30, 2025
At
Guaranteed
Minimum		 1-50
Basis
Points
Above		 51-100
Basis
Points
Above		 101-150
Basis
Points
Above		 Greater
Than 150
Basis
Points
Above		 Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%
 $ – $ – $ – $ – $ – $ –
1.01% - 2.00%
3 – – – 7 10
2.01% - 3.00%
 486 – – – – 486
3.01% - 4.00%
 1,168 – – – – 1,168
4.01% and above
 7 – – – – 7
Other (1)
 – – – – – 35,355
 Total $ 1,664 $ – $ – $ – $ 7 $ 37,026
Fixed Annuities
Up to 1.00%
 $ 108 $ 895 $ 425 $ 197 $ 2,250 $ 3,875
1.01% - 2.00%
 215 206 136 119 6,646 7,322
2.01% - 3.00%
 1,455 27 1 2 45 1,530
3.01% - 4.00%
 873 – – – – 873
4.01% and above
 161 – – – – 161
Other (1)
 – – – – – 13,071
 Total $ 2,812 $ 1,128 $ 562 $ 318 $ 8,941 $ 26,832
UL and Other
Up to 1.00%
 $ 256 $ – $ 226 $ 74 $ 510 $ 1,066
1.01% - 2.00%
 535 – 6 – 2,891 3,432
2.01% - 3.00%
 6,592 8 144 – – 6,744
3.01% - 4.00%
 14,610 – 1 – – 14,611
4.01% and above
 3,477 – – – – 3,477
Other (1)
 – – – – – 6,786
 Total $ 25,470 $ 8 $ 377 $ 74 $ 3,401 $ 36,116
Retirement Plan Services
Up to 1.00%
 $ 573 $ 329 $ 693 $ 3,265 $ 6,396 $ 11,256
1.01% - 2.00%
 472 944 1,851 507 662 4,436
2.01% - 3.00%
 1,719 532 1 2 – 2,254
3.01% - 4.00%
 4,079 102 7 11 – 4,199
4.01% and above
 1,555 – – – – 1,555
 Total $ 8,398 $ 1,907 $ 2,552 $ 3,785 $ 7,058 $ 23,700
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As of June 30, 2024
At
Guaranteed
Minimum		 1-50
Basis
Points
Above		 51-100
Basis
Points
Above		 101-150
Basis
Points
Above		 Greater
Than 150
Basis
Points
Above		 Total
Range of Guaranteed
Minimum Crediting Rate
Variable Annuities
Up to 1.00%
 $ – $ – $ – $ – $ – $ –
1.01% - 2.00%
 4 – – – 6 10
2.01% - 3.00%
 539 – – – – 539
3.01% - 4.00%
 1,289 – – – – 1,289
4.01% and above
 9 – – – – 9
Other (1)
 – – – – – 31,006
 Total $ 1,841 $ – $ – $ – $ 6 $ 32,853
Fixed Annuities
Up to 1.00%
 $ 615 $ 609 $ 594 $ 463 $ 2,464 $ 4,745
1.01% - 2.00%
 304 133 279 329 4,301 5,346
2.01% - 3.00%
 1,694 40 5 1 31 1,771
3.01% - 4.00%
 1,059 – – – – 1,059
4.01% and above
 173 – – – – 173
Other (1)
 – – – – – 12,743
 Total $ 3,845 $ 782 $ 878 $ 793 $ 6,796 $ 25,837
UL and Other
Up to 1.00%
 $ 264 $ – $ 218 $ 119 $ 42 $ 643
1.01% - 2.00%
544 – – – 3,186 3,730
2.01% - 3.00%
 6,797 10 150 – – 6,957
3.01% - 4.00%
 15,432 – 1 – – 15,433
4.01% and above
 3,679 – – – – 3,679
Other (1)
 – – – – – 6,406
 Total $ 26,716 $ 10 $ 369 $ 119 $ 3,228 $ 36,848
Retirement Plan Services
Up to 1.00%
 $ 489 $ 502 $ 727 $ 3,684 $ 4,511 $ 9,913
1.01% - 2.00%
509 1,648 1,382 1,154 220 4,913
2.01% - 3.00%
 2,394 25 1 – – 2,420
3.01% - 4.00%
 4,667 57 5 5 – 4,734
4.01% and above
 1,618 – – – – 1,618
 Total $ 9,677 $ 2,232 $ 2,115 $ 4,843 $ 4,731 $ 23,598

(1) Consists of indexed account balances that include the fair value of embedded derivative instruments, non-life contingent payout annuity account balances, short-term dollar cost averaging annuities business and policy loans.
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11. Future Contract Benefits

The following table reconciles future contract benefits (in millions) to the Consolidated Balance Sheets:

As of
June 30, 		As of
December 31,
2025 2024
Payout Annuities (1)
 $ 2,039  $ 2,009 
Traditional Life (1)
 3,867  3,774 
Group Protection (2)
 5,759  5,628 
UL and Other (3)
 16,989  16,062 
Other Operations (4)
 9,024  9,070 
Other (5)
 3,375  3,264 
Total future contract benefits $ 41,053  $ 39,807 

(1) See “Liability for Future Policy Benefits” below for further information.
(2) See “Liability for Future Claims” below for further information.
(3) See “Additional Liabilities for Other Insurance Benefits” below for further information.
(4) Represents future contract benefits reported in Other Operations primarily attributable to the indemnity reinsurance agreements with Protective ($5.4 billion as of June 30, 2025, and December 31, 2024) and Swiss Re ($1.8 billion as of June 30, 2025, and December 31, 2024) that are excluded from the following tables.
(5) Represents other miscellaneous reserves that are not representative of long-duration contracts, primarily related to participating traditional life insurance contracts and incurred but not reported and in course of settlement life insurance liabilities, and are excluded from the following tables.

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Liability for Future Policy Benefits

The liability for future policy benefits represents reserves associated with our limited payment life-contingent annuities and non-participating traditional life insurance contracts (i.e., term insurance). The following table summarizes the balances of and changes in the present values of expected net premiums and expected future policy benefits (in millions, except years):

As of or For the Six
Months Ended
June 30, 2025		 As of or For the Six
Months Ended
June 30, 2024
Payout Annuities Traditional Life Payout Annuities Traditional Life
Present Value of Expected Net Premiums
Balance as of beginning-of-year $ –  $ 5,873  $ –  $ 6,200 
Less: Effect of cumulative changes in discount
rate assumptions –  (275) –  (148)
Beginning balance at original discount rate –  6,148  –  6,348 
Effect of actual variances from expected experience (1)
 –  (62) –  (40)
Adjusted balance as of beginning-of-year –  6,086  –  6,308 
Issuances –  141  –  206 
Interest accrual –  124  –  125 
Net premiums collected –  (384) –  (403)
Flooring impact of LFPB –  (7) –  2 
Ending balance at original discount rate –  5,960  –  6,238 
Effect of cumulative changes in discount
rate assumptions –  (154) –  (321)
Balance as of end-of-period $ –  $ 5,806  $ –  $ 5,917 
Present Value of Expected Future Policy Benefits
Balance as of beginning-of-year $ 2,009  $ 9,647  $ 2,085  $ 10,041 
Less: Effect of cumulative changes in discount
rate assumptions (251) (438) (187) (189)
Beginning balance at original discount rate (2)
 2,260  10,085  2,272  10,230 
Effect of actual variances from expected experience (1)
 (6) (82) 3  (45)
Adjusted balance as of beginning-of-year 2,254  10,003  2,275  10,185 
Issuances 46  141  39  206 
Interest accrual 44  199  43  199 
Benefit payments (97) (430) (98) (384)
Ending balance at original discount rate (2)
 2,247  9,913  2,259  10,206 
Effect of cumulative changes in discount
rate assumptions (208) (240) (257) (506)
Balance as of end-of-period $ 2,039  $ 9,673  $ 2,002  $ 9,700 
Net balance as of end-of-period $ 2,039  $ 3,867  $ 2,002  $ 3,783 
Less: Reinsurance recoverables 1,467  345  1,516  403 
Net balance as of end-of-period, net of reinsurance $ 572  $ 3,522  $ 486  $ 3,380 
Weighted-average duration of future policyholder
benefit liability (years) 9 8 9 9

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(1) For the six months ended June 30, 2025, the Traditional Life actual to expected reserve impact on expected net premiums was attributable primarily to policyholder behavior and mortality, which unfavorably impacted the liability by $43 million and $19 million, respectively; and the actual to expected reserve impact on expected future policy benefits was attributable primarily to policyholder behavior and mortality, which favorably impacted the liability by $57 million and $25 million, respectively. For the six months ended June 30, 2024, the Traditional Life actual to expected reserve impact on expected net premiums was attributable primarily to mortality, which unfavorably impacted the liability by $43 million, which was partially offset by $3 million primarily related to policyholder behavior; and the actual to expected reserve impact on expected future policy benefits was attributable primarily to mortality, which favorably impacted the liability by $62 million, which was partially offset by $17 million primarily related to policyholder behavior. For the six months ended June 30, 2025 and 2024, Payout Annuities did not have any significantly different actual experience compared to expected.
(2) Includes deferred profit liability within Payout Annuities of $70 million and $61 million as of June 30, 2025 and 2024, respectively.

The following table summarizes the discounted and undiscounted expected future gross premiums and expected future benefit payments (in millions):

As of June 30, 2025 As of June 30, 2024
Undiscounted Discounted Undiscounted Discounted
Payout Annuities
Expected future gross premiums $ –  $ –  $ –  $ – 
Expected future benefit payments 3,385  2,039  3,437  2,002 
Traditional Life
Expected future gross premiums 13,683  9,422  13,762  9,360 
Expected future benefit payments 14,050  9,673  14,526  9,700 

The following table summarizes the gross premiums and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Payout Annuities
Gross premiums $ 25  $ 24  $ 48  $ 45 
Interest accretion 22  22  44  43 
Traditional Life
Gross premiums 312  316  626  631 
Interest accretion 38  37  75  74 

The following table summarizes the weighted-average interest rates:

 For the Six
Months Ended
June 30,
2025 2024
Payout Annuities
Interest accretion rate 4.0  % 4.0  %
Current discount rate 5.2  % 5.4  %
Traditional Life
Interest accretion rate 5.0  % 5.0  %
Current discount rate 4.8  % 5.2  %
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Liability for Future Claims

The liability for future claims represents reserves on contracts associated with our group long-term disability and life products. The following table summarizes the balances of and changes in liability for future claims (in millions, except years):

Group Protection
As of or For the Six
Months Ended
June 30,
2025 2024
Balance as of beginning-of-year $ 5,628  $ 5,689 
Less: Effect of cumulative changes in discount
rate assumptions (550) (490)
Beginning balance at original discount rate 6,178  6,179 
Effect of actual variances from expected experience (1)
 (178) (191)
Adjusted beginning-of-year balance 6,000  5,988 
New incidence 808  838 
Interest 100  93 
Benefit payments (724) (757)
Ending balance at original discount rate 6,184  6,162 
Effect of cumulative changes in discount
 rate assumptions (425) (592)
Balance as of end-of-period 5,759  5,570 
Less: Reinsurance recoverables 122  118 
Balance as of end-of-period, net of reinsurance $ 5,637  $ 5,452 
Weighted-average duration of liability for future
claims (years) 5 5

(1) Generally, the experience exhibited for the Group Protection business relates to morbidity and, to a lesser extent, mortality. Group Protection long-duration products have limited exposure to lapse risk, as the liabilities for future claims are limited to those associated with claim reserves. For the six months ended June 30, 2025 and 2024, morbidity comprised substantially all of the favorable effect of actual variances from expected experience, as we experienced more favorable reported incidence and claim terminations than assumed.

The following table summarizes the discounted and undiscounted expected future benefit payments (in millions):

As of June 30, 2025 As of June 30, 2024
Undiscounted Discounted Undiscounted Discounted
Group Protection
Expected future benefit payments $ 7,447  $ 5,759  $ 7,290  $ 5,570 

The following table summarizes the gross premiums and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Group Protection
Gross premiums $ 926  $ 893  $ 1,859  $ 1,789 
Interest accretion 50  45  100  93 

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The following table summarizes the weighted-average interest rates:

 For the Six
Months Ended
June 30,
2025 2024
Group Protection
Interest accretion rate 3.4  % 3.2  %
Current discount rate 4.8  % 5.2  %

Additional Liabilities for Other Insurance Benefits

Additional liabilities for other insurance benefits represent reserves associated with our UL and VUL contracts with secondary guarantees, including MoneyGuard®. The following table summarizes the balances of and changes in additional liabilities for other insurance benefits (in millions, except years):

UL and Other
As of or For the Six
Months Ended
June 30,
2025 2024
Balance as of beginning-of-year $ 16,062  $ 15,000 
Less: Effect of cumulative changes in shadow
balance in AOCI (2,673) (2,222)
Balance as of beginning-of-year, excluding
shadow balance in AOCI 18,735  17,222 
Effect of actual variances from expected experience (1) (2)
 117  136 
Adjusted beginning-of-year balance 18,852  17,358 
Interest accrual 461  421 
Net assessments collected 616  575 
Benefit payments (532) (521)
Balance as of end-of-period, excluding shadow
balance in AOCI 19,397  17,833 
Effect of cumulative changes in shadow
balance in AOCI (2,408) (3,332)
Balance as of end-of-period 16,989  14,501 
Less: Reinsurance recoverables 5,385  4,880 
Balance as of end-of-period, net of reinsurance $ 11,604  $ 9,621 
Weighted-average duration of additional liabilities
for other insurance benefits (years) 16 16

(1) For the six months ended June 30, 2025 and 2024, the actual to expected reserve impact was attributable primarily to mortality, which unfavorably impacted the liability by $116 million and $138 million, respectively.
(2) For the six months ended June 30, 2025 and 2024, the effect of actual variances from expected experience, net of reinsurance, was $35 million and $80 million, respectively.
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The following table summarizes the gross assessments and interest accretion (in millions) recognized in insurance premiums and benefits, respectively, on the Consolidated Statements of Comprehensive Income (Loss):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
UL and Other
Gross assessments $ 787  $ 678  $ 1,487  $ 1,444 
Interest accretion 233  212  461  421 

The following table summarizes the weighted-average interest rates:

 For the Six
Months Ended
June 30,
2025 2024
UL and Other
Interest accretion rate 5.4  % 5.4  %

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12. Debt

Changes in debt (in millions) were as follows:

 For the Six
Months Ended
June 30,
2025
Balance as of beginning-of-year $ 6,156 
Issuance of 2.330% Senior Notes, due 2030
 500 
Repayment of 3.35% Senior Notes, due 2025
 (300)
Early extinguishment of senior notes:
3.05% notes, due 2030
 (34)
4.35% notes, due 2048
 (129)
4.375% notes, due 2050
 (136)
Early extinguishment of subordinated notes:
Variable rate, due 2066 (97)
Variable rate, due 2067 (97)
Early extinguishment of capital securities:
Variable rate, due 2066 (21)
Variable rate, due 2067 (5)
Unamortized premiums (discounts) (80)
Unamortized debt issuance costs 1 
Unamortized adjustments from discontinued hedges (8)
Fair value hedge on interest rate swap agreements 17 
Balance as of end-of-period $ 5,767 

Details underlying the recognition of a gain (loss) on the early extinguishment of debt (in millions) reported within interest expense on
our Consolidated Statements of Comprehensive Income (Loss) were as follows:

For the Six
Months Ended
June 30,
2025
Principal balance outstanding prior to repurchase (1)
 $ 519 
Unamortized debt issuance costs and discounts (4)
Amount paid to repurchase debt (421)
Gain (loss) on early extinguishment of debt, pre-tax $ 94 

(1) In May 2025, pursuant to a tender offer, we repurchased $34 million of our 3.05% Senior Notes due 2030, $129 million of our 4.35% Senior Notes due 2048, $136 million of our 4.375% Senior Notes due 2050, $97 million of our Subordinated Notes due 2066, $97 million of our Subordinated Notes due 2067, $21 million of our Capital Securities due 2066 and $5 million of our Capital Securities due 2067.

Facility Agreements for Senior Notes Issuances

Trust I Facility Agreement

On August 18, 2020, LNC entered into a 10-year facility agreement (the “Trust I Facility Agreement”) with Belrose Funding Trust, a Delaware statutory trust (“Trust I”), in connection with Trust I’s sale of $500 million of its Pre-Capitalized Trust Securities Redeemable August 15, 2030, (the “2030 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Trust I invested the proceeds from the sale of the 2030 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust I Eligible Assets”). The Trust I Facility Agreement provided LNC the right to issue to Trust I, and to require Trust I to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $500 million of LNC’s 2.330% Senior Notes due 2030 (the “2.330% Senior Notes”) in exchange for a corresponding amount of the Trust I Eligible Assets.
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In return, LNC paid Trust I a semi-annual facility fee at a rate of 1.691% per year (applied to the unexercised portion of the issuance right) and reimbursed Trust I for its expenses.

On May 13, 2025, LNC exercised in full its issuance right under the Trust I Facility Agreement and on May 15, 2025, LNC issued $500 million aggregate principal amount of the 2.330% Senior Notes to Trust I in exchange for the Trust I Eligible Assets. In connection with the exercise of its issuance right, LNC waived its right to repurchase the 2.330% Senior Notes and directed the trustee of Trust I to dissolve Trust I and deliver the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap. On May 20, 2025, Trust I was dissolved and The Depository Trust Company distributed the 2.330% Senior Notes to the beneficial holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap.

We recognized the 2.330% Senior Notes on our Consolidated Balance Sheets as of June 30, 2025, which reflects the $418 million fair value of the Trust I Eligible Assets received. The net proceeds from the issuance of the 2.330% Senior Notes and subsequent sale of the Trust I Eligible Assets were used to early extinguish long-term debt during the second quarter of 2025 pursuant to a tender offer.

Trust II Facility Agreement

On May 20, 2025, LNC entered into a 30-year facility agreement (the “Trust II Facility Agreement”) with Belrose Funding Trust II, a Delaware statutory trust (“Trust II”), in connection with Trust II’s sale of $1.0 billion of its Pre-Capitalized Trust Securities Redeemable May 15, 2055, (the “2055 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act. Trust II invested the proceeds from the sale of the 2055 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust II Eligible Assets”). The Trust II Facility Agreement provides LNC the right to issue to Trust II, and to require Trust II to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $1.0 billion of LNC’s 6.792% Senior Notes due 2055 (the “6.792% senior notes”) in exchange for a corresponding amount of the Trust II Eligible Assets. LNC may direct Trust II to grant all or a portion of the issuance right to one or more assignees (who are LNC’s consolidated subsidiaries or persons to whom LNC or any such consolidated subsidiary has an obligation or liability) (each, an “Issuance Right Assignee”) who may cause a corresponding portion of the 6.792% senior notes to be issued to Trust II and receive the corresponding Trust II Eligible Assets that would otherwise have been delivered to LNC pursuant to the exercise of the issuance right. The 6.792% senior notes will not be issued unless and until the issuance right is exercised. In return, LNC pays Trust II a semi-annual facility fee at a rate of 1.888% per year (applied to the unexercised portion of the issuance right) and reimburses Trust II for its expenses.

The issuance right will be exercised automatically in full upon (1) LNC’s failure to make certain payments to Trust II, such as the facility fee or payments for Trust II’s expenses, or failure to purchase and pay for any defaulted Trust II Eligible Assets that LNC is required to purchase at their face amount from Trust II pursuant to the Trust II Facility Agreement, in each case if the failure is not cured within 30 days, or (2) certain bankruptcy events involving LNC. LNC is also required to exercise the issuance right in full if it reasonably believes that its consolidated stockholders’ equity (excluding AOCI and equity of noncontrolling interests attributable thereto) has fallen below a minimum threshold (which was $2.75 billion as of June 30, 2025, and is subject to adjustment from time to time in certain cases), if an event of default under the indenture governing the 6.792% senior notes has occurred or would have occurs, and upon certain other events described in the Trust II Facility Agreement.

Prior to any involuntary exercise of the issuance right, LNC has the right to repurchase the 6.792% senior notes then outstanding and held by Trust II, in whole or in part, in exchange for principal and/or interest strips of U.S. Treasury securities, and may exercise or assign the issuance right with respect to the repurchased 6.792% senior notes at a later date. Additionally, LNC may redeem any outstanding 6.792% senior notes, in whole or in part, prior to their maturity. Prior to November 15, 2054, the redemption price will equal the greater of par and a make-whole redemption price. On or after November 15, 2054, any outstanding 6.792% senior notes may be redeemed at par.

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13. Fair Value of Financial Instruments

Financial Instruments Carried at Fair Value

The following summarizes our financial instruments carried at fair value (in millions) on a recurring basis by the fair value hierarchy levels:

As of June 30, 2025
Quoted
Prices
in Active
Markets for Significant Significant
Identical Observable Unobservable Total
Assets Inputs Inputs Fair
(Level 1) (Level 2) (Level 3) Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds $ –  $ 64,296  $ 3,076  $ 67,372 
U.S. government bonds 544  19  –  563 
State and municipal bonds –  2,254  –  2,254 
Foreign government bonds –  239  –  239 
RMBS –  1,984  79  2,063 
CMBS –  1,931  41  1,972 
ABS –  11,658  3,000  14,658 
Hybrid and redeemable preferred securities 44  129  92  265 
Trading securities –  1,613  296  1,909 
Equity securities 4  254  83  341 
Mortgage loans on real estate –  –  232  232 
Derivative investments (1)
 –  13,948  65  14,013 
Other investments – short-term investments –  312  24  336 
MRB assets –  –  4,577  4,577 
Other assets:
Ceded MRBs –  –  2  2 
Indexed annuity ceded embedded derivatives –  –  1,236  1,236 
Separate account assets 371  172,571  –  172,942 
Total assets $ 963  $ 271,208  $ 12,803  $ 284,974 
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts $ –  $ –  $ (13,089) $ (13,089)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives –  169  (309) (140)
MRB liabilities –  –  (1,205) (1,205)
Other liabilities:
Ceded MRBs –  –  (341) (341)
Derivative liabilities (1)
 –  (5,648) (180) (5,828)
Total liabilities $ –  $ (5,479) $ (15,124) $ (20,603)
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As of December 31, 2024
Quoted
Prices
in Active
Markets for Significant Significant
Identical Observable Unobservable Total
Assets Inputs Inputs Fair
(Level 1) (Level 2) (Level 3) Value
Assets
Investments:
Fixed maturity AFS securities:
Corporate bonds $ –  $ 63,585  $ 2,865  $ 66,450 
U.S. government bonds 371  20  –  391 
State and municipal bonds –  2,371  –  2,371 
Foreign government bonds –  237  –  237 
RMBS –  1,851  12  1,863 
CMBS –  1,657  8  1,665 
ABS –  11,781  2,099  13,880 
Hybrid and redeemable preferred securities 48  133  73  254 
Trading securities –  1,760  265  2,025 
Equity securities –  260  34  294 
Mortgage loans on real estate –  –  232  232 
Derivative investments (1)
 –  13,884  3  13,887 
Other investments – short-term investments –  369  23  392 
MRB assets –  –  4,860  4,860 
Other assets:
Ceded MRBs –  –  2  2 
Indexed annuity ceded embedded derivatives –  –  1,115  1,115 
Separate account assets 391  168,047  –  168,438 
Total assets $ 810  $ 265,955  $ 11,591  $ 278,356 
Liabilities
Policyholder account balances – RILA, fixed annuity
and IUL contracts $ –  $ –  $ (12,449) $ (12,449)
Funds withheld reinsurance liabilities – reinsurance-related
embedded derivatives –  204  (234) (30)
MRB liabilities –  –  (1,046) (1,046)
Other liabilities:
Ceded MRBs –  –  (381) (381)
Derivative liabilities (1)
 –  (4,256) (139) (4,395)
Total liabilities $ –  $ (4,052) $ (14,249) $ (18,301)

(1) Derivative investment assets and liabilities are presented within the fair value hierarchy on a gross basis by derivative type and not on a master netting basis by counterparty.

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The following summarizes changes to our financial instruments carried at fair value (in millions) and classified within Level 3 of the fair value hierarchy. The gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology. The summary schedule excludes changes to MRB assets and MRB liabilities as these balances are rolled forward in Note 8.

For the Three Months Ended June 30, 2025
Gains Issuances, Transfers
Items (Losses) Sales, Into or
Included in Maturities, Out
Beginning in OCI Settlements, of Ending
Fair Net and Calls, Level 3, Fair
Value Income
Other (1)
 Net Net Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds $ 2,974  $ (24) $ 5  $ 32  $ 89  $ 3,076 
RMBS 19  –  –  67  (7) 79 
CMBS 30  –  –  18  (7) 41 
ABS 2,631  –  (11) 419  (39) 3,000 
Hybrid and redeemable preferred
securities 81  –  –  1  10  92 
Trading securities 287  3  –  (1) 7  296 
Equity securities 35  (2) –  (4) 54  83 
Mortgage loans on real estate 232  (1) 2  (1) –  232 
Other investments 15  –  –  9  –  24 
Other assets:
Ceded MRBs (3)
 2  –  –  – –  2 
Indexed annuity ceded embedded
derivatives (4)
 1,092  73  –  71  –  1,236 
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)
 (10,807) (2,146) –  (136) –  (13,089)
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)
 (323) 14  –  – –  (309)
Other liabilities:
Ceded MRBs (3)
 (314) (27) –  – –  (341)
Derivative liabilities (109) (6) –  – –  (115)
Total, net $ (4,155) $ (2,116) $ (4) $ 475  $ 107  $ (5,693)

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For the Three Months Ended June 30, 2024
Gains Issuances, Transfers
Items (Losses) Sales, Into or
Included in Maturities, Out
Beginning in OCI Settlements, of Ending
Fair Net and Calls, Level 3, Fair
Value Income
Other (1)
 Net Net Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds $ 2,489  $ –  $ (8) $ 192  $ (92) $ 2,581 
RMBS 12  –  –  6  –  18 
CMBS 8  –  –  15  –  23 
ABS 1,692  –  7  365  (67) 1,997 
Hybrid and redeemable preferred
securities 51  –  (1) –  –  50 
Trading securities 271  –  –  2  –  273 
Equity securities 39  –  –  (1) –  38 
Mortgage loans on real estate 289  4  –  (35) –  258 
Derivative investments 1  (7) –  (2) –  (8)
Other assets:
Ceded MRBs (3)
 2  –  –  –  –  2 
Indexed annuity ceded embedded
derivatives (4)
 973  11  –  (17) –  967 
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)
 (10,896) (339) –  (182) –  (11,417)
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)
 (583) 379  –  –  –  (204)
Other liabilities – ceded MRBs (3)
 (360) 16  –  –  –  (344)
Total, net $ (6,012) $ 64  $ (2) $ 343  $ (159) $ (5,766)



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For the Six Months Ended June 30, 2025
Gains Issuances, Transfers
Items (Losses) Sales, Into or
Included in Maturities, Out
Beginning in OCI Settlements, of Ending
Fair Net and Calls, Level 3, Fair
Value Income
Other (1)
 Net Net Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds $ 2,865  $ (37) $ 6  $ 131  $ 111  $ 3,076 
RMBS 12  –  –  74  (7) 79 
CMBS 8  –  –  40  (7) 41 
ABS 2,099  (21) 7  897  18  3,000 
Hybrid and redeemable preferred
securities 73  –  –  19  –  92 
Trading securities 265  4  –  3  24  296 
Equity securities 34  (8) –  3  54  83 
Mortgage loans on real estate 232  (2) 4  (2) –  232 
Other investments (4)
 23  –  –  1  –  24 
Other assets:
Ceded MRBs (3)
 2  –  –  –  –  2 
Indexed annuity ceded embedded
derivatives (4)
 1,115  50  –  71  –  1,236 
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)
 (12,449) (472) –  (168) –  (13,089)
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)
 (234) (75) –  –  –  (309)
Other liabilities:
Ceded MRBs (3)
 (381) 40  –  –  –  (341)
Derivative liabilities (136) 21  –  –  –  (115)
Total, net $ (6,472) $ (500) $ 17  $ 1,069  $ 193  $ (5,693)

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For the Six Months Ended June 30, 2024
Gains Issuances, Transfers
Items (Losses) Sales, Into or
Included in Maturities, Out
Beginning in OCI Settlements, of Ending
Fair Net and Calls, Level 3, Fair
Value Income
Other (1)
 Net Net Value
Assets
Investments: (2)
Fixed maturity AFS securities:
Corporate bonds $ 2,497  $ 2  $ (18) $ 214  $ (114) $ 2,581 
State and municipal bonds 5  –  –  –  (5) – 
RMBS 13  –  (1) 6  –  18 
CMBS 8  –  –  15  –  23 
ABS 1,484  –  5  566  (58) 1,997 
Hybrid and redeemable preferred
securities 48  –  2  –  –  50 
Trading securities 284  –  –  (11) –  273 
Equity securities 42  (3) –  (1) –  38 
Mortgage loans on real estate 288  4  1  (35) –  258 
Derivative investments 36  5  –  2  (51) (8)
Other assets:
Ceded MRBs (3)
 2  –  –  –  –  2 
Indexed annuity ceded embedded
derivatives (4)
 940  44  –  (17) –  967 
Liabilities
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (4)
 (9,077) (2,015) –  (325) –  (11,417)
Funds withheld reinsurance
liabilities – reinsurance-related
embedded derivatives (4)
 (789) 585  –  –  –  (204)
Other liabilities – ceded MRBs (3)
 (239) (105) –  –  –  (344)
Total, net $ (4,458) $ (1,483) $ (11) $ 414  $ (228) $ (5,766)

(1) The changes in fair value of the interest rate swaps are offset by an adjustment to derivative investments (see Note 5).
(2) Amortization and accretion of premiums and discounts are included in net investment income on the Consolidated Statements of Comprehensive Income (Loss). Gains (losses) from sales, maturities, settlements and calls and credit loss expense are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).
(3) Gains (losses) from the changes in fair value are included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).
(4) Gains (losses) from the changes in fair value are included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

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The following provides the components of the items included in issuances, sales, maturities, settlements and calls, net, (in millions) as reported above:

For the Three Months Ended June 30, 2025
Issuances Sales Maturities Settlements Calls Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 414  $ (243) $ (6) $ (123) $ (10) $ 32 
RMBS 68  –  –  (1) –  67 
CMBS 33  (15) –  –  –  18 
ABS 577  (40) –  (77) (41) 419 
Hybrid and redeemable preferred
securities 1  –  –  –  –  1 
Trading securities 11  (10) –  (2) –  (1)
Equity securities 7  (11) –  –  –  (4)
Mortgage loans on real estate 1  –  –  (2) –  (1)
Other investments 9  –  –  –  –  9 
Other assets – indexed annuity ceded
embedded derivatives 67  –  –  4  –  71 
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (425) –  –  289  –  (136)
Total, net $ 763  $ (319) $ (6) $ 88  $ (51) $ 475 

For the Three Months Ended June 30, 2024
Issuances Sales Maturities Settlements Calls Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 364  $ (58) $ –  $ (114) $ –  $ 192 
RMBS 6  –  –  –  –  6 
CMBS 15  –  –  –  –  15 
ABS 462  (30) –  (56) (11) 365 
Trading securities 5  –  –  (3) –  2 
Equity securities –  (1) –  –  –  (1)
Mortgage loans on real estate –  (30) –  (5) –  (35)
Derivative investments (3) –  1  –  –  (2)
Other assets – indexed annuity ceded
embedded derivatives 26  –  –  (43) –  (17)
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (285) –  –  103  –  (182)
Total, net $ 590  $ (119) $ 1  $ (118) $ (11) $ 343 

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For the Six Months Ended June 30, 2025
Issuances Sales Maturities Settlements Calls Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 660  $ (288) $ (6) $ (225) $ (10) $ 131 
RMBS 75  –  –  (1) –  74 
CMBS 55  (15) –  –  –  40 
ABS 1,171  (40) (10) (167) (57) 897 
Hybrid and redeemable preferred
securities 21  (2) –  –  –  19 
Trading securities 61  (52) –  (6) –  3 
Equity securities 15  (12) –  –  –  3 
Mortgage loans on real estate 1  (1) –  (2) –  (2)
Other investments 11  –  (10) –  –  1 
Other assets – indexed annuity ceded
embedded derivatives 93  –  –  (22) –  71 
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (656) –  –  488  –  (168)
Total, net $ 1,507  $ (410) $ (26) $ 65  $ (67) $ 1,069 

For the Six Months Ended June 30, 2024
Issuances Sales Maturities Settlements Calls Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 641  $ (199) $ (2) $ (225) $ (1) $ 214 
RMBS 6  –  –  –  –  6 
CMBS 15  –  –  –  –  15 
ABS 726  (30) –  (119) (11) 566 
Trading securities 5  (2) –  (14) –  (11)
Equity securities –  (1) –  –  –  (1)
Mortgage loans on real estate 1  (31) –  (5) –  (35)
Derivative investments 4  –  (2) –  –  2 
Other assets – indexed annuity ceded
embedded derivatives 52  –  –  (69) –  (17)
Policyholder account balances –
RILA, fixed annuity and
IUL contracts (533) –  –  208  –  (325)
Total, net $ 917  $ (263) $ (4) $ (224) $ (12) $ 414 

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The following summarizes changes in unrealized gains (losses) included in net income related to financial instruments carried at fair value classified within Level 3 that we still held (in millions):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Investments:
Trading securities (1)
 $ 3  $ (1) $ –  $ (1)
Equity securities (1)
 (1) (1) (7) (3)
Mortgage loans on real estate (1)
 (1) (2) (2) (3)
Derivative investments (1)
 (6) (8) (6) 8 
MRBs (2)
 933  127  (367) 2,022 
Funds withheld reinsurance liabilities –
reinsurance-related embedded derivatives (1)
 14  228  (75) 469 
Embedded derivatives – indexed annuity
and IUL contracts (1)
 206  379  375  585 
Total, net
 $ 1,148  $ 722  $ (82) $ 3,077 

(1) Included in realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).
(2) Included in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

The following summarizes changes in unrealized gains (losses) included in OCI, net of tax, related to financial instruments carried at fair value classified within Level 3 that we still held (in millions):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Investments:
Fixed maturity AFS securities:
Corporate bonds $ (7) $ (29) $ (14) $ (41)
ABS (5) (20) 11  (20)
Hybrid and redeemable preferred
securities –  (1) –  1 
Mortgage loans on real estate 2  –  4  1 
Total, net $ (10) $ (50) $ 1  $ (59)

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The following provides the components of the transfers into and out of Level 3 (in millions) as reported above:

 For the Three
Months Ended
June 30, 2025		  For the Three
Months Ended
June 30, 2024
Transfers Transfers Transfers Transfers
Into Out of Into Out of
Level 3 Level 3 Total Level 3 Level 3 Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 90  $ (1) $ 89  $ –  $ (92) $ (92)
RMBS –  (7) (7) –  –  – 
CMBS –  (7) (7) –  –  – 
ABS 13  (52) (39) 18  (85) (67)
Hybrid and redeemable preferred
securities 10  –  10  –  –  – 
Trading securities 7  –  7  –  –  – 
Equity securities 54  –  54  –  –  – 
Total, net $ 174  $ (67) $ 107  $ 18  $ (177) $ (159)

 For the Six
Months Ended
June 30, 2025		  For the Six
Months Ended
June 30, 2024
Transfers Transfers Transfers Transfers
Into Out of Into Out of
Level 3 Level 3 Total Level 3 Level 3 Total
Investments:
Fixed maturity AFS securities:
Corporate bonds $ 112  $ (1) $ 111  $ 22  $ (136) $ (114)
RMBS –  (7) (7) –  –  – 
CMBS –  (7) (7) –  –  – 
State and municipal bonds –  –  –  –  (5) (5)
ABS 70  (52) 18  50  (108) (58)
Hybrid and redeemable preferred
securities 10  (10) –  –  –  – 
Trading securities 24  –  24  –  –  – 
Equity securities 54  –  54  –  –  – 
Derivative investments –  –  –  –  (51) (51)
Total, net $ 270  $ (77) $ 193  $ 72  $ (300) $ (228)

Transfers into and out of Level 3 are generally the result of observable market information on financial instruments no longer being available or becoming available to our pricing vendors. For the three and six months ended June 30, 2025 and 2024, transfers in and out of Level 3 were attributable primarily to the financial instruments’ observable market information no longer being available or becoming available.
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The following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of June 30, 2025:

Weighted
Average
Fair Valuation Significant Assumption or Input
Value Technique Unobservable Inputs Input Ranges
Range (1)
Assets
Investments:
Fixed maturity AFS
securities:
Corporate bonds $ 172  Discounted cash flow
Liquidity/duration adjustment (2)
 0.0  % –  2.9  % 1.6  %
ABS 9  Discounted cash flow
Liquidity/duration adjustment (2)
 1.1  % –  1.1  % 1.1  %
CMBS 41  Discounted cash flow
Liquidity/duration adjustment (2)
 1.8  % —  1.9  % 1.8  %
Hybrid and redeemable
preferred securities 39  Discounted cash flow
Liquidity/duration adjustment (2)
 1.2  % –  2.0  % 1.8  %
Equity securities 5  Discounted cash flow
Liquidity/duration adjustment (2)
 4.5  % –  4.5  % 4.5  %
MRB assets 4,577  Discounted cash flow
Lapse (3)
 1.0  % —  30.0  %
(10)
Utilization of GLB withdrawals (4)
 85.0  % —  100.0  % 92.0  %
Claims utilization factor (5)
 60.0  % —  100.0  %
(10)
Premiums utilization factor (5)
 80.0  % —  115.0  %
(10)
Non-performance risk (6)
 0.3  % —  1.9  % 1.5  %
Mortality (7)
(9)
(10)
Volatility (8)
 1.0  % —  29.0  % 14.4  %
Other assets:
Ceded MRBs (11)
2 
Indexed annuity
ceded embedded
derivatives 1,236  Discounted cash flow
Lapse (3)
 0.0  % –  9.0  %
(10)
Mortality (7)
(9)
(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives $ (13,053) Discounted cash flow
Lapse (3)
 0.0  % –  9.0  %
(10)
Mortality (7)
(9)
(10)
MRB liabilities (1,205) Discounted cash flow
Lapse (3)
 1.0  % —  30.0  %
(10)
Utilization of GLB withdrawals (4)
 85.0  % —  100.0  % 92.0  %
Claims utilization factor (5)
 60.0  % —  100.0  %
(10)
Premiums utilization factor (5)
 80.0  % —  115.0  %
(10)
Non-performance risk (6)
 0.3  % —  1.9  % 1.5  %
Mortality (7)
(9)
(10)
Volatility (8)
 1.0  % —  29.0  % 14.4  %
Other liabilities – ceded
MRBs (11)
(341)

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The following summarizes the fair value (in millions), valuation techniques and significant unobservable inputs of the Level 3 fair value measurements as of December 31, 2024:

Weighted
Average
Fair Valuation Significant Assumption or Input
Value Technique Unobservable Inputs Input Ranges
Range (1)
Assets
Investments:
Fixed maturity AFS
securities:
Corporate bonds $ 187  Discounted cash flow
Liquidity/duration adjustment (2)
 0.0  % –  3.1  % 1.7  %
ABS 10  Discounted cash flow
Liquidity/duration adjustment (2)
 1.3  % –  1.3  % 1.3  %
CMBS 8  Discounted cash flow
Liquidity/duration adjustment (2)
 1.9  % –  1.9  % 1.9  %
Hybrid and redeemable
preferred securities 19  Discounted cash flow
Liquidity/duration adjustment (2)
 1.4  % –  1.9  % 1.8  %
Equity securities 5  Discounted cash flow
Liquidity/duration adjustment (2)
 4.5  % –  4.5  % 4.5  %
MRB assets 4,860  Discounted cash flow
Lapse (3)
 1.0  % —  30.0  %
(10)
Utilization of GLB withdrawals (4)
 85.0  % –  100.0  % 92.0  %
Claims utilization factor (5)
 60.0  % –  100.0  %
(10)
Premiums utilization factor (5)
 80.0  % –  115.0  %
(10)
Non-performance risk (6)
 0.3  % –  2.0  % 1.6  %
Mortality (7)
(9)
(10)
Volatility (8)
 1.0  % –  29.0  % 14.5  %
Other assets:
Ceded MRBs (11)
2 
Indexed annuity
ceded embedded
derivatives 1,115  Discounted cash flow
Lapse (3)
 0.0  % —  9.0  %
(10)
Mortality (7)
(9)
(10)
Liabilities
Policyholder account
balances – indexed annuity
contracts embedded
derivatives $ (12,402) Discounted cash flow
Lapse (3)
 0.0  % –  9.0  %
(10)
Mortality (7)
(9)
(10)
MRB liabilities (1,046) Discounted cash flow
Lapse (3)
 1.0  % –  30.0  %
(10)
Utilization of GLB withdrawals (4)
 85.0  % –  100.0  % 92.0  %
Claims utilization factor (5)
 60.0  % –  100.0  %
(10)
Premiums utilization factor (5)
 80.0  % –  115.0  %
(10)
Non-performance risk (6)
 0.3  % —  2.0  % 1.6  %
Mortality (7)
(9)
(10)
Volatility (8)
 1.0  % –  29.0  % 14.5  %
Other liabilities – ceded
MRBs (11)
(381)

(1) Unobservable inputs were weighted by the relative fair value of the instruments, unless otherwise noted.
(2) The liquidity/duration adjustment input represents an estimated market participant composite of adjustments attributable to liquidity premiums, expected durations, structures and credit quality that would be applied to the market observable information of an investment.
(3) The lapse input represents the estimated probability of a contract surrendering during a year, and thereby forgoing any future benefits. The range for indexed annuity contracts represents the lapses during the surrender charge period.
(4) The utilization of GLB withdrawals input represents the estimated percentage of policyholders that utilize the GLB withdrawal riders.
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(5) The utilization factors are applied to the present value of claims or premiums, as appropriate, in the MRB calculation to estimate the impact of inefficient GLB withdrawal behavior, including taking less than or more than the maximum GLB withdrawal.
(6) The non-performance risk input represents the estimated additional credit spread that market participants would apply to the market observable discount rate when pricing a contract. The non-performance risk input was weighted by the absolute value of the sensitivity of the reserve to the non-performance risk assumption.
(7) The mortality input represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die.
(8) The volatility input represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of different indices. The volatility input was weighted by the relative account balance assigned to each index.
(9) The mortality is based on a combination of company and industry experience, adjusted for improvement factors.
(10) A weighted average input range is not a meaningful measurement for lapse, utilization factors or mortality.
(11) The fair value inputs for ceded MRBs are consistent with those used to value MRB assets and liabilities.

From the table above, we have excluded Level 3 fair value measurements obtained from independent, third-party pricing sources. We do not develop the significant inputs used to measure the fair value of these assets and liabilities, and the information regarding the significant inputs is not readily available to us. Independent broker-quoted fair values are non-binding quotes developed by market makers or broker-dealers obtained from third-party sources recognized as market participants. The fair value of a broker-quoted asset or liability is based solely on the receipt of an updated quote from a single market maker or a broker-dealer recognized as a market participant as we do not adjust broker quotes when used as the fair value measurement for an asset or liability. Significant increases or decreases in any of the quotes received from a third-party broker-dealer may result in a significantly higher or lower fair value measurement.

The embedded derivative liability associated with Fortitude Re was excluded from the above table. As discussed in Note 7, this embedded derivative liability was created through a coinsurance with funds withheld reinsurance agreement where the investments supporting the reinsurance agreement were withheld by and continue to be reported on the Consolidated Balance Sheets. This reinsurance-related embedded derivative is valued as a total return swap with reference to the fair value of the investments held by us. Accordingly, the unobservable inputs utilized in the valuation of the reinsurance-related embedded derivative are a component of the investments supporting the reinsurance agreement that are reported on the Consolidated Balance Sheets.

Changes in any of the significant inputs presented in the table above would have resulted in a significant change in the fair value measurement of the asset or liability as follows:

•Investments – An increase in the liquidity/duration adjustment input would have resulted in a decrease in the fair value measurement.
•Indexed annuity contracts embedded derivatives – For direct embedded derivatives, an increase in the lapse or mortality inputs would have resulted in a decrease in the fair value measurement.
•MRBs – Assuming our MRBs are in a liability position: an increase in our lapse, non-performance risk or mortality inputs would have resulted in a decrease in the fair value measurement, except for policies with guaranteed death benefit (“GDB”) riders only, in which case an increase in mortality inputs would have resulted in an increase in the fair value measurement.

For each category discussed above, the unobservable inputs are not inter-related; therefore, a directional change in one input would not have affected the other inputs.

As part of our ongoing valuation process, we assess the reasonableness of our valuation techniques or models and make adjustments as necessary.

Fair Value Option

Mortgage loans on real estate, net of allowance for credit losses, as reported on the Consolidated Balance Sheets, includes mortgage loans on real estate for which the fair value option was elected. The fair value option allows us to elect fair value as an alternative measurement for mortgage loans not otherwise reported at fair value. We have made these elections for certain mortgage loans associated with modified coinsurance agreements to help mitigate the inconsistency in earnings that would otherwise result from the use of embedded derivatives included with these loans. Changes in fair value are reflected in realized gain (loss) on the Consolidated Statement of Comprehensive Income (Loss). Changes in fair value due to instrument-specific credit risk are estimated using changes in credit spreads and quality ratings for the period reported. Mortgage loans on real estate for which the fair value option was elected are valued using third-party pricing services. We have procedures in place to review the valuations each quarter to ensure they are reasonable, including utilizing a separate third party to reperform the valuation for a selection of mortgage loans on an annual basis. Due to lack of observable inputs, mortgage loans electing the fair value option are classified as Level 3 within the fair value hierarchy.

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The fair value and aggregate contractual principal for mortgage loans on real estate where the fair value option was elected (in millions) were as follows:

As of
June 30,		 As of
December 31,
2025 2024
Fair value $ 232  $ 232 
Aggregate contractual principal 265  263 

For information on current and past due composition and accruing status for loans where we have elected the fair value option, see Note 3.

Financial Instruments Not Carried at Fair Value

The following summarizes the fair value by the fair value hierarchy levels and the carrying amount of our financial instruments not carried at fair value (in millions):

As of June 30, 2025
Quoted
Prices
in Active
Markets for Significant Significant
Identical Observable Unobservable Total
Assets Inputs Inputs Fair Carrying
(Level 1) (Level 2) (Level 3) Value Amount
Assets
Investments:
Mortgage loans on real estate $ –  $ 20,878  $ –  $ 20,878  $ 21,764 
Other investments –  681  5,594  6,275  6,275 
Policy loans –  2,552  –  2,552  2,552 
Cash and invested cash –  7,143  –  7,143  7,143 
Liabilities
Policyholder account balances – certain investment
contracts and other liabilities $ –  $ –  $ (31,640) $ (31,640) $ (41,952)
Policyholder account balances – funding agreements –  (1,030) –  (1,030) (1,000)
Long-term debt –  (5,447) –  (5,447) (5,767)
Funds withheld reinsurance-related liabilities – excluding
embedded derivatives –  –  (16,560) (16,560) (16,560)

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As of December 31, 2024
Quoted
Prices
in Active
Markets for Significant Significant
Identical Observable Unobservable Total
Assets Inputs Inputs Fair Carrying
(Level 1) (Level 2) (Level 3) Value Amount
Assets
Investments:
Mortgage loans on real estate $ –  $ 19,647  $ –  $ 19,647  $ 21,083 
Other investments –  1,119  5,469  6,588  6,588 
Policy loans –  2,476  –  2,476  2,476 
Cash and invested cash –  5,801  –  5,801  5,801 
Liabilities
Policyholder account balances – certain investment
contracts and other liabilities $ –  $ –  $ (30,505) $ (30,505) $ (40,394)
Short-term debt –  (299) –  (299) (300)
Long-term debt –  (5,304) –  (5,304) (5,856)
Funds withheld reinsurance-related liabilities – excluding
embedded derivatives –  –  (16,877) (16,877) (16,877)

The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments not carried at fair value on the Consolidated Balance Sheets. Considerable judgment is required to develop these assumptions used to measure fair value. Accordingly, the estimates shown above are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments.

Mortgage Loans on Real Estate

The fair value of mortgage loans on real estate, excluding mortgage loans accounted for using the fair value option, is established using a discounted cash flow method based on credit rating, maturity and future income. The ratings for mortgages in good standing are based on property type, location, market conditions, occupancy, debt-service coverage, LTV, quality of tenancy, borrower and payment record. The fair value for impaired mortgage loans is based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price or the fair value of the collateral if the loan is collateral dependent. The inputs used to measure the fair value of our mortgage loans on real estate, excluding mortgage loans accounted for using the fair value option, are classified as Level 2 within the fair value hierarchy.

Other Investments

The carrying value of our assets classified as other investments, excluding short-term investments, approximates fair value. Other investments includes primarily LPs and other privately held investments that are accounted for using the equity method of accounting and the carrying value is based on our proportional share of the net assets of the LPs. Other investments also includes FHLB stock carried at cost and periodically evaluated for impairment based on ultimate recovery of par value. The inputs used to measure the fair value of our LPs, other privately held investments and FHLB stock are classified as Level 3 within the fair value hierarchy. The remaining assets in other investments include cash collateral receivables and securities that are not LPs or other privately held investments. The inputs used to measure the fair value of these assets are classified as Level 2 within the fair value hierarchy.

Policy Loans

The carrying value for policy loans are the unpaid principal balances. Policy loans are fully collateralized by the cash surrender value of underlying insurance policies. As a result, the carrying value of the policy loans approximates the fair value. The inputs used to measure the fair value of these assets are classified as Level 2 within the fair value hierarchy.

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Cash and Invested Cash

Cash and invested cash is carried at cost. The inputs used to measure its fair value are classified as Level 2 within the fair value hierarchy.

Policyholder Account Balances – Certain Investment Contracts and Other Liabilities

Policyholder account balances and other liabilities include account balances of certain investment contracts that exclude significant mortality or morbidity risk. The fair value of the account balances of certain investment contracts is based on a discounted cash flow model as of the balance sheet date. The inputs used to measure the fair value of these policyholder account balances are classified as Level 3 within the fair value hierarchy.

Policyholder Account Balances – Funding Agreements

The fair value of funding agreements is based on quoted market prices and is measured using inputs that are classified as Level 2 within the fair value hierarchy. For more information on funding agreements, see Note 10.

Short-Term and Long-Term Debt

The fair value of short-term and long-term debt is based on quoted market prices. The inputs used to measure the fair value of our short-term and long-term debt are classified as Level 2 within the fair value hierarchy.

Funds Withheld Reinsurance Liabilities

Funds withheld reinsurance liabilities includes our obligation to pay reinsurers under coinsurance with funds withheld and modified coinsurance arrangements where the Company is the cedant. This liability includes embedded derivatives, which are total return swaps with contractual returns that are attributable to the Company’s reinsurance agreements. The embedded derivatives are carried at fair value and thus excluded from the preceding table. The inputs used to measure the remaining balance are classified as Level 3 within the fair value hierarchy.

14. Contingencies and Commitments

Contingencies

Regulatory and Litigation Matters

Regulatory bodies, such as state insurance departments, the SEC, the Financial Industry Regulatory Authority, tax authorities and other regulatory bodies regularly make inquiries and conduct examinations, investigations or audits concerning our compliance with, among other things, insurance laws, securities laws, tax laws, laws governing the activities of broker-dealers and registered investment advisers and unclaimed property laws. Tax-related matters can include disputes with taxing authorities, ongoing audits, evaluation of filing positions and any potential assessments related thereto.

LNC is involved in various pending or threatened legal or regulatory proceedings, including purported class actions, arising from the conduct of business both in the ordinary course and otherwise. In some of the matters, very large and/or indeterminate amounts, including punitive and treble damages, are sought. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. In addition, jurisdictions may permit plaintiffs to allege monetary damages in amounts well exceeding verdicts obtained in the jurisdiction for similar matters. This variability in pleadings, together with the actual experiences of LNC in litigating or resolving through settlement numerous claims over an extended period of time, demonstrates to management that the monetary relief which may be specified in a lawsuit or claim bears little relevance to its merits or disposition value.

Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how trial and appellate courts will apply the law in the context of the pleadings or evidence presented, whether by motion practice, or at trial or on appeal. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel will themselves view the relevant evidence and applicable law.

We establish liabilities for litigation and regulatory loss contingencies when information related to the loss contingencies shows both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is possible that some matters could require us to pay damages or make other expenditures or establish accruals in amounts that could not be estimated as of June 30, 2025.

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For some matters, the Company is able to estimate a reasonably possible range of loss. For such matters in which a loss is probable, an accrual has been made. For such matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Accordingly, the estimate contained in this paragraph reflects two types of matters. For some matters included within this estimate, an accrual has been made, but there is a reasonable possibility that an exposure exists in excess of the amount accrued. In these cases, the estimate reflects the reasonably possible range of loss in excess of the accrued amount. For other matters included within this estimation, no accrual has been made because a loss, while potentially estimable, is believed to be reasonably possible but not probable. In these cases, the estimate reflects the reasonably possible loss or range of loss. As of June 30, 2025, we estimate the aggregate range of reasonably possible losses, including amounts in excess of amounts accrued for these matters as of such date, to be up to approximately $150 million, after-tax. Any estimate is not an indication of expected loss, if any, or of the Company’s maximum possible loss exposure on such matters.

For other matters, we are not currently able to estimate the reasonably possible loss or range of loss. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts and the progress of settlement negotiations. On a quarterly and annual basis, we review relevant information with respect to litigation contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews.

Among other matters, we are presently engaged in litigation, including relating to cost of insurance rates (“Cost of Insurance and Other Litigation”), as described below. No accrual has been made for some of these matters. Although a loss is believed to be reasonably possible for these matters, for some of these matters, we are not able to estimate a reasonably possible amount or range of potential liability. An adverse outcome in one or more of these matters may have a material impact on the consolidated financial statements, but, based on information currently known, management does not believe those cases are likely to have such an impact.

Cost of Insurance and Other Litigation

Cost of Insurance Litigation

Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, filed in the U.S. District Court for the District of Connecticut, No. 3:16-cv-00827, is a putative class action that was served on LNL on June 8, 2016. Plaintiff is the owner of a universal life insurance policy who alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy. Plaintiff seeks to represent all universal life and variable universal life policyholders who owned policies containing non-guaranteed cost of insurance provisions that are similar to those of plaintiff’s policy and seeks damages on behalf of all such policyholders. On January 11, 2019, the court dismissed plaintiff’s complaint in its entirety. In response, plaintiff filed a motion for leave to amend the complaint, which, on September 25, 2023, the court granted in part and denied in part. Plaintiff filed an amended complaint on October 10, 2023. On March 7, 2024, the parties entered into a provisional settlement agreement that encompasses policies that are at issue in this case, which also includes all policies at issue in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, each of which are described below. The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. On December 16, 2024, the court heard oral argument on the issue of whether to grant final approval of the provisional settlement. On June 16, 2025, the court granted final approval of the provisional settlement and on June 18, 2025, entered final judgment and dismissed the case. On July 16, 2025, plaintiffs in the Iwanski, TVPX ARS INC. and Vida cases appealed the final approval of the provisional settlement to the U.S. Court of Appeals for the Second Circuit. The provisional settlement, which is subject to the outcome of the appeal, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). As of June 30, 2025, the total provisional settlement amount of $147.5 million, pre-tax, remains accrued.

Iwanski v. First Penn-Pacific Life Insurance Company (“FPP”), No. 2:18-cv-01573, filed in the U.S. District Court for the Eastern District of Pennsylvania is a putative class action that was filed on April 13, 2018. Plaintiff alleges that defendant FPP breached the terms of his life insurance policy by deducting non-guaranteed cost of insurance charges in excess of what is permitted by the policies. Plaintiff seeks to represent all owners of universal life insurance policies issued by FPP containing non-guaranteed cost of insurance provisions that are similar to those of plaintiff’s policy and seeks damages on their behalf. Breach of contract is the only cause of action asserted. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a provisional settlement agreement that encompasses all policies at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York (both discussed below). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. On December 16, 2024, the court heard oral argument on the issue of whether to grant final approval of the provisional settlement. On June 16, 2025, the court granted final approval of the Glover provisional settlement and on June 18, 2025, entered final judgment and dismissed the case. On July 16, 2025, plaintiffs in the Iwanski, TVPX ARS INC. and Vida cases appealed the final approval of the provisional settlement to the U.S. Court of Appeals for the Second Circuit.
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The provisional settlement, which is subject to the outcome of the appeal, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). A motion has been filed to stay the proceedings in this matter pending the completion of the settlement approval process in Glover.

TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company, filed in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:18-cv-02989, is a putative class action that was filed on July 17, 2018. Plaintiff alleges that LNL charged more for non-guaranteed cost of insurance than permitted by the policy. Plaintiff seeks to represent all universal life and variable universal life policyholders who own policies issued by LNL or its predecessors containing non-guaranteed cost of insurance provisions that are similar to those of plaintiff’s policy and seeks damages on behalf of all such policyholders. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a provisional settlement agreement that encompasses all policies at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company (discussed above) and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York (discussed below). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. On December 16, 2024, the court heard oral argument on the issue of whether to grant final approval of the provisional settlement. On June 16, 2025, the court granted final approval of the Glover provisional settlement and on June 18, 2025, entered final judgment and dismissed the case. On July 16, 2025, plaintiffs in the Iwanski, TVPX ARS INC. and Vida cases appealed the final approval of the provisional settlement to the U.S. Court of Appeals for the Second Circuit. The provisional settlement, which is subject to the outcome of the appeal, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida). A motion has been filed to stay the proceedings in this matter pending the completion of the settlement approval process in Glover.

Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, pending in the U.S. District Court for the Southern District of New York, No. 1:19-cv-06004, is a putative class action that was filed on June 27, 2019. Plaintiff alleges that Lincoln Life & Annuity Company of New York (“LLANY”) charged more for non-guaranteed cost of insurance than was permitted by the policies. On March 31, 2022, the court issued an order granting plaintiff’s motion for class certification and certified a class of all current or former owners of six universal life insurance products issued by LLANY that were assessed a cost of insurance charge any time on or after June 27, 2013. Plaintiff seeks damages on behalf of the class. On April 19, 2023, LLANY filed a motion for summary judgment. On March 7, 2024, the parties in Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company (discussed above) entered into a provisional settlement agreement that encompasses all policies at issue in this case, as the Glover case is inclusive of all policies in this case, as well as in the lawsuits captioned Iwanski v. First Penn-Pacific Life Insurance Company and TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company (both discussed above). The Glover plaintiffs’ motion for preliminary approval of the provisional settlement was filed on March 8, 2024, and on September 4, 2024, the court granted preliminary approval of the provisional settlement. On March 29, 2024, the court issued its summary judgment decision, granting LLANY’s motion in part and denying it in part, and entering summary judgment against twenty-two policyholders that the court determined were not economically harmed. On June 25, 2024, the court granted LLANY’s April 12, 2024, motion to stay proceedings in this matter pending the completion of the approval process in Glover. On December 16, 2024, the court heard oral argument on the issue of whether to grant final approval of the Glover provisional settlement. On June 16, 2025, the court granted final approval of the Glover provisional settlement and on June 18, 2025, entered final judgment and dismissed the case. On July 16, 2025, plaintiffs in the Iwanski, TVPX ARS INC. and Vida cases appealed the final approval of the provisional settlement to the U.S. Court of Appeals for the Second Circuit. The provisional settlement, which is subject to the outcome of the appeal, consists of a $147.5 million pre-tax cash payment for Glover class members (inclusive of all policyholders in Iwanski, TVPX ARS INC. and Vida).

Angus v. The Lincoln National Life Insurance Company, pending in the U.S. District Court for the Eastern District of Pennsylvania, No. 2:22-cv-01878, is a putative class action filed on May 13, 2022. Plaintiff alleges that defendant LNL breached the terms of her life insurance policy by deducting non-guaranteed cost of insurance charges in excess of what is permitted by the policies. Plaintiff seeks to represent all owners of universal life insurance policies issued or insured by LNL or its predecessors containing non-guaranteed cost of insurance provisions that are similar to those of plaintiff’s policy and seeks damages on their behalf. Breach of contract is the only cause of action asserted. On August 26, 2022, LNL filed a motion to dismiss. We are vigorously defending this matter.

EFG Bank AG, Cayman Branch, et al. v. The Lincoln National Life Insurance Company, No. 17-cv-02592-GJP (E.D. Pa.), filed on February 1, 2017; Brighton Trustees, LLC, et al. v. The Lincoln National Life Insurance Company, No. 2:23-cv-2251-GJP (E.D. Pa.), filed on April 20, 2023 (and transferred to the U.S. District Court for the Eastern District of Pennsylvania on June 12, 2023); Ryan K. Crayne, on behalf of and as trustee for Carlton Peak Trust v. The Lincoln National Life Insurance Company, No. 2:24-cv-00053-GJP, filed on November 17, 2023 (and transferred to the U.S. District Court for the Eastern District of Pennsylvania on January 4, 2024) and Wells Fargo Bank, N.A, solely in its capacity as securities intermediary v. The Lincoln National Life Insurance Company, No. 25-cv-00152-GJP (E.D. Pa.), filed on December 4, 2024 (and transferred to the U.S. District Court for the Eastern District of Pennsylvania on January 9, 2025) are consolidated civil actions pending in the Eastern District of Pennsylvania. In each case other than Crayne, plaintiffs purport to own universal life insurance policies or interests in universal life insurance policies originally issued by Jefferson-Pilot (now LNL). In Crayne, plaintiffs purport to own litigation claims concerning universal life policies originally issued by Jefferson-Pilot (now LNL). Among other things, plaintiffs in each case allege that LNL breached the terms of policyholders’ contracts when it increased non-guaranteed cost of insurance rates beginning in 2016 (or, in Brighton Trustees and Wells Fargo Bank, in 2016 and 2017).
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We are vigorously defending these consolidated matters. Conestoga Trust, et al, v. Lincoln National Corp., et al., No. 18-cv-02379-GJP (E.D. Pa.), filed on June 6, 2018, was previously consolidated with the above civil actions. On April 2, 2025, we entered into an agreement with the plaintiffs in Conestoga Trust in full and final settlement of this matter, and the Conestoga Trust matter is now concluded.

Other Litigation

Henry Morgan et al. v. Lincoln National Corporation d/b/a Lincoln Financial Group, et al, filed in the District Court of the 14th Judicial District of Dallas County, Texas, No. DC-23-02492, is a putative class action that was filed on February 22, 2023. Plaintiffs Henry Morgan, Susan Smith, Charles Smith, Laura Seale, Terri Cogburn, Laura Baesel, Kathleen Walton, Terry Warner, and Toni Hale (“Plaintiffs”) allege on behalf of a putative class that Lincoln National Corporation d/b/a Lincoln Financial Group, LNL and LLANY (together, “Lincoln”), FMR, LLC, and Fidelity Product Services, LLC (“Fidelity”) created and marketed misleading and deceptive insurance products with attributes of investment products. The putative class comprises all individuals and entities who purchased Lincoln OptiBlend products that allocated account monies to the 1-Year Fidelity AIM Dividend Participation Account, between January 1, 2020, to December 31, 2022. Plaintiffs assert the following claims individually and on behalf of the class, (1) violations of the Texas Deceptive Trade Practices Act against Lincoln; (2) common-law fraud against Lincoln; (3) negligent misrepresentation against Lincoln and Fidelity; and (4) aiding and abetting fraud against Fidelity. Plaintiffs allege they suffered damages from “a missed investment return of approximately 5-6%” and mitigation damages. They seek actual, consequential and punitive damages, as well as pre-judgment and post-judgment interest, attorney’s fees and litigation costs. On March 31, 2023, the Lincoln defendants filed a notice of removal removing the action from the 14th Judicial District of Dallas County, Texas, to the United States District Court for the Northern District of Texas, Dallas Division. On May 8, 2023, the Lincoln defendants and the Fidelity defendants filed motions to dismiss, which remain pending. We are vigorously defending this matter.

Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag (“Defendants”), No. 2:24-cv-01704, pending in the U.S. District Court for the Eastern District of Pennsylvania, is a putative class action that was filed on April 23, 2024. On June 24, 2024, Local 295 IBT Employer Group Pension Trust Fund (“Local 295”) filed a motion for appointment as lead plaintiff. On October 23, 2024, the court granted this motion. Local 295 seeks to represent persons and entities that purchased or otherwise acquired Lincoln National Corporation common stock between December 8, 2021, and November 2, 2022, inclusive (the “Class Period”). On December 23, 2024, plaintiff filed an amended complaint. Plaintiff alleges claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and under SEC Rule 10b-5. Plaintiff alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts that plaintiff alleges Defendants knew, or recklessly disregarded, at the time the statements were made, about the Company’s business, operations and prospects with respect to its Guaranteed Universal Life policies and their lapse rates. The action seeks unspecified compensatory damages and reasonable costs and expenses incurred in this action, including counsel fees and expert fees, together with equitable/injunctive relief or such other relief as the court may deem just and proper. On February 21, 2025, Defendants filed a motion to dismiss. On July 24, 2025, the court granted Defendants’ motion to dismiss and dismissed the amended complaint without prejudice. Plaintiff has 14 days from the date of the court’s order to file a second amended complaint. We are vigorously defending this matter.

In Re Lincoln National Corporation Stockholder Derivative Litigation, No. 2:24-cv-02713, is the matter name for the following two civil actions that were consolidated for all purposes on September 26, 2024, by the U.S. District Court for the Eastern District of Pennsylvania: Lawrence Hollin, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-02713 (E.D. Pa.), filed on June 20, 2024; and Robert R. Wiersum, derivatively on behalf of Lincoln National Corporation v. Ellen G. Cooper, Dennis R. Glass, Randal J. Freitag, Deirdre P Connelly, William H. Cunningham, Reginald E. Davis, Eric G. Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Michael F. Mee, Lynn M. Utter and Patrick S. Pittard (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. 2:24-cv-03251 (E.D. Pa.), filed on July 23, 2024. By the same September 26, 2024, order, the court directed, among other things, that all proceedings and deadlines in this consolidated case be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Meade matter discussed above. Plaintiffs bring this complaint for, inter alia, alleged breaches of fiduciary duties between November 4, 2020, at latest, through the date of filing and allege violations of the federal securities laws caused by the issuance of allegedly materially false and misleading statements issued, or caused to be issued, by the Individual Defendants in the Company’s SEC filings and other public statements. Plaintiffs allege that the Company thereby suffered loss, injury and damage. Among other relief, plaintiffs seek, in favor of the Company, damages sustained by the Company, punitive damages and attorney’s fees, an accounting for all damages to the Company and an unspecified order directing the Company to improve existing corporate governance and internal procedures. The Individual Defendants are vigorously defending these consolidated matters.

In Re Lincoln National Corporation Shareholder Derivative Litigation, No. CV-2024-0011319, is the matter name for the following two civil actions that were consolidated for all purposes on February 28, 2025, by the Court of Common Pleas of Delaware County, Pennsylvania: Anthony Morgan, derivatively on behalf of Nominal Defendant Lincoln National Corporation v. Ellen G. Cooper, Deirdre P. Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. CV-2024-011319 (Court of Common Pleas of Delaware County, Pennsylvania) filed on December 31, 2024; and Harry Rosenthal, derivatively on behalf of Nominal Defendant Lincoln National Corporation v.
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Ellen G. Cooper, Deirdre P Connelly, William H. Cunningham, Reginald Davis, Eric C. [G.] Johnson, Gary C. Kelly, M. Leanne Lachman, Dale LeFebvre, Janet Liang, Lynn M. Utter, Dennis Glass and Randal Freitag (“Individual Defendants”) and Lincoln National Corporation (“Nominal Defendant”), No. CV-2025-00146 (Court of Common Pleas of Delaware County, Pennsylvania) filed on January 3, 2025. By the same February 28, 2025, order, the court directed, among other things, that all proceedings and deadlines in this consolidated case be stayed until 30 days after resolution of all motions to dismiss (including the exhaustion of all related appeals) in the Meade matter discussed above. Plaintiffs bring this verified stockholder derivative complaint purportedly on behalf of Nominal Defendant Lincoln National Corporation against the Individual Defendants, inter alia, for alleged breaches of fiduciary duties for allegedly failing to comply with federal securities laws, by the issuance of allegedly materially false and misleading statements in the Company’s SEC filings and other public statements. Plaintiffs allege claims against the Individual Defendants for breach of fiduciary duties and for unjust enrichment. Plaintiffs allege, inter alia, that the Individual Defendants failed to disclose to investors: (i) that the Company was experiencing a decline in its VUL business; (ii) that, as a result, the goodwill associated with the life insurance business was overstated; (iii) that, as a result, the Company’s policy lapse assumptions were outdated; (iv) that, as a result, the Company’s reserves were overstated; (v) that, as a result, the Company’s reported financial results and financial statements were misstated; and (vi) that, as a result, the Individual Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Plaintiffs allege that the Company thereby suffered loss, injury and damage. Among other relief, the action seeks specifically, in favor of the Company: damages sustained by the Company; a direction by the court for the Company to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with all applicable laws and to protect the Company and its shareholders; restitution from the Individual Defendants, and each of them, and an order for the disgorgement of all profits, benefits and other compensation obtained by the Individual Defendants; the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs and expenses; and such other and further relief as the court deems just and proper. The Individual Defendants are vigorously defending this matter.

Kelly Grink v. Virtua Health and Lincoln National Corporation et al., No. 1:24-cv-09919, is a putative class action filed on October 18, 2024, in the U.S. District Court for the District of New Jersey. On March 7, 2025, plaintiffs filed an amended complaint which, inter alia, added an additional named plaintiff (Steven Molnar) and additional named defendants, including Lincoln Retirement Services Company, LLC, and [The] Lincoln National Life Insurance Company. Plaintiffs Kelly Grink, Diane Trump and Steven Molnar are participants in Virtua Health’s defined contribution plans. Plaintiffs seek to represent all current and former participants or beneficiaries of Virtua’s 401(k) savings plan and 403(b) retirement program (together, the “Plans”) who invested in the Plans’ fixed annuity option in the six years prior to the filing of this lawsuit. Lincoln offers a fixed annuity investment option to plan participants through its group annuity contract with the Plans. Lincoln also provides recordkeeping and administration services to the Plans. Plaintiffs allege that the Virtua defendants acted in breach of their fiduciary duty including by maintaining the Plans’ investment in the Lincoln stable value fund when other investment providers are alleged to have provided superior alternatives at substantially lower cost. Plaintiffs allege that the Lincoln defendants were at all relevant times fiduciaries to the Plans and were parties in interest to a prohibited transaction under ERISA. The action seeks relief against the Lincoln defendants including the disgorgement of any profits they received as a result of the alleged breaches of fiduciary duty, together with plaintiffs’ attorney’s fees and costs, prejudgment and post-judgment interest and such other equitable or remedial relief as the court deems appropriate. On April 4, 2025, the Lincoln defendants filed a motion to dismiss. We are vigorously defending this matter.

Tax Assessment Proceeding

Lincoln National Life Insurance Company v. Township of Radnor, pending in the Court of Common Pleas of Delaware County, Pennsylvania Civil Division, No. 2022-001894, is a de novo appeal filed by LNL on March 21, 2022, regarding a September 30, 2021, Notice of Tax Assessment issued by the Township of Radnor to LNL for additional business privilege tax for the years 2014-2019/2020 estimate. The assessment was based on an audit undertaken by a third-party auditor and consultant to the Township of Radnor, following a periodic business review of LNL undertaken by the same individual in 2018. The assessment is comprised of taxes, interest and penalties for the period in question. LNL filed a motion for summary judgment that was denied by the court. The trial of this matter was held in the fourth quarter of 2024. On July 16, 2025, the court entered judgment in favor of LNL.

Reinsurance Disputes

Certain reinsurers have in the past sought, and may in the future seek, rate increases on certain yearly renewable term agreements. We may initiate legal proceedings, as necessary, under these agreements in order to protect our contractual rights. Additionally, reinsurers have in the past initiated, and may in the future initiate, legal proceedings against us.

State Guaranty Fund Assessments

State guaranty associations levy assessments on insurance companies doing business within their jurisdictions to cover policyholder losses from insolvent or impaired insurance companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states. We accrue the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life & Health Insurance Guaranty Associations and the amount of premiums written in each state. We reported the undiscounted expected state guaranty fund assessment liability within other liabilities on the Consolidated Balance Sheets of $63 million as of June 30, 2025, and December 31, 2024.
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The actual amount of assessments levied against us in connection with insurance company insolvencies may vary from this estimate. Future guaranty fund assessments are expected to be paid based on anticipated funding periods for each guaranty association obligation. In addition, we reported the related receivable for expected future state premium tax recoveries within other assets on the Consolidated Balance Sheets of $99 million as of June 30, 2025, and December 31, 2024. Premium tax recoveries are expected to be realized based on regulations set forth by the various state taxing authorities. The balance sheet position as of June 30, 2025, and December 31, 2024, nets to recoveries of $36 million.

15. Shares and Stockholders’ Equity

Preferred Shares

Preferred stock authorized, issued and outstanding (number of shares) was as follows:

As of June 30, 2025 As of December 31, 2024
Shares Authorized Shares Issued Shares Outstanding Shares Authorized Shares Issued Shares Outstanding
9.250% Fixed Rate Reset Non-Cumulative
Preferred Stock, Series C 20,000  20,000  20,000  20,000  20,000  20,000 
9.000% Non-Cumulative Preferred Stock,
  Series D
 20,000  20,000  20,000  20,000  20,000  20,000 
Not designated 9,960,000  –  –  9,960,000  –  – 
Total preferred shares 10,000,000  40,000  40,000  10,000,000  40,000  40,000 

The per share and aggregate dividends declared for preferred stock by series (in millions except per share data) was as follows:

For the Three Months Ended June 30,
2025 2024
Dividend Aggregate Dividend Aggregate
Series Per Share Dividend Per Share Dividend
Series C $ –  $ –  $ –  $ – 
Series D 562.50  11  562.50  11 
Total $ 562.50  $ 11  $ 562.50  $ 11 

For the Six Months Ended June 30,
2025 2024
Dividend Aggregate Dividend Aggregate
Series Per Share Dividend Per Share Dividend
Series C $ 1,156.25  $ 23  $ 1,156.25  $ 23 
Series D 1,125.00  23  1,125.00  23 
Total $ 2,281.25  $ 46  $ 2,281.25  $ 46 

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Common Shares

The changes in our common stock (number of shares) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Common Stock
Balance as of beginning-of-period 170,695,166  170,016,887  170,380,646  169,666,137 
Issuance of common stock 18,759,497  –  18,759,497  – 
Stock compensation/issued for benefit
  plans		 116,241  171,600  430,761  522,350 
Balance as of end-of-period 189,570,904  170,188,487  189,570,904  170,188,487 

Our common stock is without par value.

Issuance of Common Stock

On June 5, 2025, we closed the previously announced stock purchase agreement (the “Purchase Agreement”) with Bain Capital Prairie, LLC (the “Buyer”), a newly formed subsidiary of Bain Capital, under which we agreed to sell shares representing 9.9% of our outstanding common stock on a post-issuance basis to the Buyer. Under the final terms, Lincoln issued 18,759,497 shares of common stock at $44.00 per share, based on a 25% premium to the 30-day volume-weighted average price as of April 8, 2025, for aggregate consideration of $825 million.

The Purchase Agreement provides for, among other things, certain limitations on the Buyer’s and certain of its affiliates’ ability to transfer common stock, purchase additional common stock, and take certain other actions with respect to the Company and its common stock, and an agreement that the Buyer and certain of its affiliates will, subject to certain limitations, vote common stock they beneficially own in favor of the matters recommended for approval by the Company’s board of directors (the “Board”). The Purchase Agreement also grants the Buyer the right to designate one observer to be present in a nonvoting capacity at all meetings of the Board and, following the first anniversary of the closing of the Transaction, the right to replace such observer with a voting member of the Board, in each case subject to the Buyer’s satisfaction of certain conditions and approval of the Board.

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Earnings Per Share

The calculation of earnings per share (“EPS”) was as follows (in millions except per share data):

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net income (loss) available to common stockholders – basic $ 688  $ 884  $ (69) $ 2,070 
Deferred units of LNC stock in our
deferred compensation plans (1)
 –  –  –  3 
Net income (loss) available to common
stockholders – diluted $ 688  $ 884  $ (69) $ 2,073 
Weighted-average shares, as used in basic calculation 177,175,326 170,620,161 174,264,554 170,335,077
Incremental common shares from assumed exercise or
issuance of stock-based incentive compensation awards 2,773,060 1,553,402 2,769,320 1,324,837
Average deferred compensation shares (1)
 654,279  719,003 –  703,742
Weighted-average shares, as used in diluted calculation (2)
 180,602,665 172,892,566 177,033,874 172,363,656
Net income (loss) per share:
Basic $ 3.88  $ 5.18  $ (0.39) $ 12.16 
Diluted 3.80  5.11  (0.39) 12.03 

(1)    We have participants in our deferred compensation plans who selected LNC stock as the measure for the investment return attributable to all or a portion of their deferral amounts. This obligation is settled in either cash or LNC stock pursuant to the applicable plan document. We exclude deferred units of LNC stock that are antidilutive from our diluted EPS calculation.
(2)     Due to reporting a net loss for the six months ended June 30, 2025, basic shares were used in the diluted EPS calculation for this period as the use of diluted shares would have resulted in a lower loss per share.

In the event the average market price of LNC common stock exceeds the issue price of stock options and the options have a dilutive effect to our EPS, such options will be shown in the table above.

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AOCI

The following summarizes the components and changes in AOCI (in millions):

 For the Six
Months Ended
June 30,
2025 2024
Unrealized Gain (Loss) on Fixed Maturity AFS Securities and Certain
Other Investments
Balance as of beginning-of-year $ (6,239) $ (5,188)
Unrealized holding gains (losses) 1,083  (1,971)
Change in foreign currency exchange rate adjustment 483  (117)
Change in future contract benefits and policyholder account balances,
net of reinsurance (297) 1,146 
Income tax benefit (expense) (268) 194 
Less:
Reclassification adjustment for gains (losses) included in net income (loss) (117) (137)
Income tax benefit (expense) 25  29 
Balance as of end-of-period $ (5,146) $ (5,828)
Unrealized Gain (Loss) on Derivative Instruments
Balance as of beginning-of-year $ 638  $ 375 
Unrealized holding gains (losses) 206  178 
Change in foreign currency exchange rate adjustment (474) 117 
Income tax benefit (expense) 57  (62)
Less:
Reclassification adjustment for gains (losses) included in net income (loss) 39  42 
Income tax benefit (expense) (8) (9)
Balance as of end-of-period $ 396  $ 575 
Market Risk Benefit Non-Performance Risk Gain (Loss)
Balance as of beginning-of-year $ 146  $ 1,070 
OCI before reclassification (42) (841)
Income tax benefit (expense) 10  180 
Balance as of end-of-period $ 114  $ 409 
Policyholder Liability Discount Rate Remeasurement Gain (Loss)
Balance as of beginning-of-year $ 744  $ 587 
OCI before reclassification (222) 264 
Income tax benefit (expense) 47  (56)
Balance as of end-of-period $ 569  $ 795 
Foreign Currency Translation Adjustment
Balance as of beginning-of-year $ (29) $ (26)
OCI before reclassification 15  (1)
Balance as of end-of-period $ (14) $ (27)
Funded Status of Employee Benefit Plans
Balance as of beginning-of-year $ (296) $ (294)
OCI before reclassification (15) 1 
Balance as of end-of-period $ (311) $ (293)
    
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The following summarizes the reclassifications out of AOCI (in millions) and the associated line item on the Consolidated Statements of Comprehensive Income (Loss):

 For the Six
Months Ended
June 30,
2025 2024
Unrealized Gain (Loss) on Fixed Maturity AFS
Securities and Certain Other Investments
Reclassification $ (143) $ (159) Realized gain (loss)
Associated change in future contract benefits 26  22  Benefits
Reclassification before income tax benefit (expense) (117) (137) Income (loss) before taxes
Income tax benefit (expense) 25  29  Federal income tax expense (benefit)
Reclassification, net of income tax $ (92) $ (108) Net income (loss)
Unrealized Gain (Loss) on Derivative Instruments
Interest rate contracts $ 1  $ (1) Net investment income
Interest rate contracts 8  15  Interest and debt expense
Foreign currency contracts 27  29  Net investment income
Foreign currency contracts 3  (1) Realized gain (loss)
Reclassification before income tax benefit (expense) 39  42  Income (loss) before taxes
Income tax benefit (expense) (8) (9) Federal income tax expense (benefit)
Reclassification, net of income tax $ 31  $ 33  Net income (loss)


16. Segment Information

We provide products and services and report results through our Annuities, Life Insurance, Group Protection and Retirement Plan Services business segments. The accounting policies of the business segments and Other Operations are the same as those described in
Note 1 in our 2024 Form 10-K. We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments. Our business segments and Other Operations reflect the manner by which our CODM views and manages the business. Our CODM is the Chief Executive Officer. A discussion of these segments and Other Operations is found in Note 19 in our 2024 Form 10-K.

Income (loss) from operations is the internal measure used by our CODM that explains the results of our ongoing operations in a manner that allows for a better understanding of the underlying trends by excluding items that are not necessarily indicative of current operating fundamentals or future performance, and, in most instances, decisions regarding these adjustments do not necessarily relate to the operations of the individual business segments. Income (loss) from operations is used by our CODM to evaluate financial performance, to assess the budgeting and forecasting process and to determine future resource allocation. In the third quarter of 2024, we revised our definition of income (loss) from operations to exclude the impact of certain additional items that are not indicative of the ongoing operations of the business and may obscure trends in the underlying performance of the Company. The presentation of prior period income (loss) from operations was recast for such third quarter 2024 revisions to conform to the current period presentation.

Income (loss) from operations is GAAP net income (loss) excluding the following items, as applicable:

•Items related to annuity product features, which include changes in MRBs, changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits, and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products (collectively, “net annuity product features”);
•Items related to life insurance product features, which include changes in the fair value of derivatives we hold as part of VUL hedging, changes in reserves resulting from benefit ratio unlocking associated with the impact of capital markets, and changes in the fair value of the embedded derivative liabilities of our IUL contracts and the associated index options we hold to hedge them (collectively, “net life insurance product features”);
•Credit loss-related adjustments on fixed maturity AFS securities, mortgage loans on real estate and reinsurance-related assets (“credit loss-related adjustments”);
•Changes in the fair value of equity securities and certain other investments, the impact of certain derivatives, and realized gains (losses) on sales, disposals and impairments of financial assets (collectively, “investment gains (losses)”);
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•Changes in the fair value of reinsurance-related embedded derivatives, trading securities and mortgage loans on real estate electing the fair value option (“changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans”);
•Income (loss) from the initial adoption of new accounting standards, accounting policy changes and new regulations, including changes in tax law;
•Income (loss) from reserve changes, net of related amortization, on business sold through reinsurance;
•Losses from the impairment of intangible assets and gains (losses) on other non-financial assets;
•Income (loss) from discontinued operations;
•Other items, which include the following: certain legal and regulatory accruals; severance expense related to initiatives that realign the workforce; transaction, integration and other costs related to mergers and acquisitions including the acquisition or divestiture, through reinsurance or other means, of businesses or blocks of business, and certain other corporate initiatives; mark-to-market adjustment related to the LNC stock component of our deferred compensation plans (“deferred compensation mark-to-market adjustment”); gains (losses) on modification or early extinguishment of debt; and impacts from settlement or curtailment of defined benefit obligations; and
•Income tax benefit (expense) related to the above pre-tax items, including the effect of tax adjustments such as changes to deferred tax valuation allowances.

We use our prevailing corporate federal income tax rate of 21% and an estimated state income tax rate, where applicable, net of the impacts related to dividends-received deduction and foreign tax credits and any other permanent differences for events recognized differently in the consolidated financial statements and federal income tax returns.

We do not report total assets by segment because this is not a metric used by the CODM to allocate resources or evaluate segment performance.






































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The tables below reconcile our internal measure of performance to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss) (in millions):

For the Three Months Ended June 30, 2025
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating Revenues (1)
 $ 1,214  $ 1,602  $ 1,538  $ 331  $ 41  $ 4,726 
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss 32  956  913  –  7  1,908 
Interest credited 439  289  1  174  13  916 
Commissions 292  111  139  28  –  570 
General and administrative expenses 126  133  227  83  57  626 
Interest and debt expense –  –  –  –  81  81 
Other (3)
 (13) 79  39  4  (1) 108 
Total operating expenses 876  1,568  1,319  289  157  4,209 
Total federal income tax expense (benefit) 51  2  46  5  (25) 79 
Total income (loss) from operations 287  32  173  37  (91) 438 
Reconciliation of total income (loss) from
operations to net income (loss):
Net annuity product features, pre-tax (4)
 405 
Net life insurance product features, pre-tax (58)
Credit loss-related adjustments, pre-tax (25)
Investment gains (losses), pre-tax (81)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (5)
 14 
Other items, pre-tax (6) (7) (8) (9)
 75 
Income tax benefit (expense) related to
the above pre-tax items (69)
Total net income (loss) $ 699 

(1)    See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).
(2)    The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.
(3)    Other operating expenses include: Annuities: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and letters of credit (“LOCs”) and amortization of deferred loss on business sold through reinsurance. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs; amortization of deferred loss on business sold through reinsurance and other intangible amortization. Group Protection: DAC capitalization and amortization; taxes, licenses and fees; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Taxes, licenses and fees; DAC capitalization and amortization and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.
(4)    Includes changes in MRBs of $932 million; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(595) million; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $68 million.
(5)    Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.
(6)    Includes severance expense related to initiatives to realign the workforce of $(2) million.
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(7)    Includes transaction, integration and other costs related to mergers, acquisitions, divestitures and certain other corporate initiatives of $(18) million primarily related to the Bain Capital transaction.
(8)    Includes deferred compensation mark-to-market adjustment of $1 million.
(9)    Includes gains (losses) on early extinguishment of debt of $94 million.

For the Three Months Ended June 30, 2024
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating Revenues (1)
 $ 1,209  $ 1,511  $ 1,441  $ 327  $ 39  $ 4,527 
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss 40  964  908  –  5  1,917 
Interest credited 377  299  1  168  8  853 
Commissions 269  113  113  26  –  521 
General and administrative expenses 116  139  226  83  64  628 
Interest and debt expense –  –  –  –  86  86 
Other (3)
 56  47  28  4  (2) 133 
Total operating expenses 858  1,562  1,276  281  161  4,138 
Total federal income tax expense (benefit) 54  (16) 35  6  (25) 54 
Total income (loss) from operations 297  (35) 130  40  (97) 335 
Reconciliation of total income (loss) from
operations to net income (loss) (4):
Net annuity product features, pre-tax (5)
 252 
Net life insurance product features, pre-tax 4 
Credit loss-related adjustments, pre-tax (34)
Investment gains (losses), pre-tax (230)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (6)
 201 
Gains (losses) on other non-financial assets –
sale of subsidiaries/businesses, pre-tax (7)
 584 
Other items, pre-tax (8) (9) (10)
 (33)
Income tax benefit (expense) related to
the above pre-tax items (184)
Total net income (loss) $ 895 

(1)    See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).
(2)    The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.
(3)    Other operating expenses include: Annuities: DAC and VOBA capitalization and amortization; broker-dealer expenses; taxes, licenses and fees and expenses associated with reserve financing and LOCs. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and other intangible amortization. Group Protection: DAC capitalization and amortization; taxes, licenses and fees; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Taxes, licenses and fees and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.
(4)    The prior period presentation was recast to conform to the revised definition of income (loss) from operations.
(5)    Includes changes in MRBs of $126 million; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $50 million; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $76 million.
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(6)    Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.
(7)    Relates to the sale of our wealth management business.
(8)    Includes severance expense related to initiatives to realign the workforce of $(7) million.
(9)    Includes transaction, integration and other costs related to mergers, acquisitions, divestitures and certain other corporate initiatives of $(27) million related to the sale of our wealth management business.
(10)    Includes deferred compensation mark-to-market adjustment of $1 million.

For the Six Months Ended June 30, 2025
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating Revenues (1)
 $ 2,412  $ 3,188  $ 3,059  $ 658  $ 94  $ 9,411 
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss 60  1,958  1,908  –  11  3,937 
Interest credited 858  576  –  344  27  1,805 
Commissions 590  210  272  55  –  1,127 
General and administrative expenses 251  263  449  168  125  1,256 
Interest and debt expense –  –  –  –  161  161 
Other (3)
 (25) 179  83  11  (2) 246 
Total operating expenses 1,734  3,186  2,712  578  322  8,532 
Total federal income tax expense (benefit) 101  (14) 73  9  (42) 127 
Total income (loss) from operations 577  16  274  71  (186) 752 
Reconciliation of total income (loss) from
operations to net income (loss):
Net annuity product features, pre-tax (4)
 (687)
Net life insurance product features, pre-tax (15)
Credit loss-related adjustments, pre-tax (53)
Investment gains (losses), pre-tax (183)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (5)
 (76)
Other items, pre-tax (6) (7) (8) (9) (10)
 40 
Income tax benefit (expense) related to
the above pre-tax items 199 
Total net income (loss) $ (23)

(1)    See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).
(2)    The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.
(3)    Other operating expenses include: Annuities: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and amortization of deferred loss on business sold through reinsurance. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs; amortization of deferred loss on business sold through reinsurance and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: Taxes, licenses and fees; DAC capitalization and amortization and expenses associated with LOCs. Other Operations: Taxes, licenses and fees; DAC capitalization and amortization and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.
(4)    Includes changes in MRBs of $(370) million; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(321) million; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $4 million.
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(5)    Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.
(6)    Includes severance expense related to initiatives to realign the workforce of $(8) million.
(7)    Includes transaction, integration and other costs related to mergers, acquisitions, divestitures and certain other corporate initiatives of $(38) million related to the Bain Capital transaction and the sale of our wealth management business.
(8)    Includes deferred compensation mark-to-market adjustment of $(8) million.
(9)    Includes gains (losses) on early extinguishment of debt of $94 million.

For the Six Months Ended June 30, 2024
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating Revenues (1)
 $ 2,477  $ 3,052  $ 2,867  $ 649  $ 66  $ 9,111 
Operating Expenses (2)
Benefits and policyholder liability
remeasurement (gain) loss 67  1,951  1,871  –  11  3,900 
Interest credited 729  592  2  335  17  1,675 
Commissions 523  226  222  49  –  1,020 
General and administrative expenses 236  282  435  168  120  1,241 
Interest and debt expense –  –  –  –  167  167 
Other (3)
 253  102  71  9  (7) 428 
Total operating expenses 1,808  3,153  2,601  561  308  8,431 
Total federal income tax expense (benefit) 113  (31) 56  12  (50) 100 
Total income (loss) from operations 556  (70) 210  76  (192) 580 
Reconciliation of total income (loss) from
operations to net income (loss) (4):
Net annuity product features, pre-tax (5)
 1,702 
Net life insurance product features, pre-tax (128)
Credit loss-related adjustments, pre-tax (36)
Investment gains (losses), pre-tax (311)
Changes in the fair value of
reinsurance-related embedded
derivatives, trading securities and
certain mortgage loans, pre-tax (6)
 395 
Gains (losses) on other non-financial assets –
sale of subsidiaries/businesses, pre-tax (7)
 584 
Other items, pre-tax (8) (9) (10) (11)
 (219)
Income tax benefit (expense) related to
the above pre-tax items (451)
Total net income (loss) $ 2,116 

(1)    See table below for reconciliation of total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss).
(2)    The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.
(3)    Other operating expenses include: Annuities: Broker-dealer expenses; DAC and VOBA capitalization and amortization; taxes, licenses and fees and expenses associated with reserve financing and LOCs. Life Insurance: DAC and VOBA capitalization and amortization; taxes, licenses and fees; expenses associated with reserve financing and LOCs and other intangible amortization. Group Protection: Taxes, licenses and fees; DAC capitalization and amortization; other intangible amortization and expenses associated with LOCs. Retirement Plan Services: DAC capitalization and amortization; taxes, licenses and fees and expenses associated with LOCs. Other Operations: Taxes, licenses and fees and reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of LOCs.
(4)    The prior period presentation was recast to conform to the revised definition of income (loss) from operations.
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(5)    Includes changes in MRBs of $2,021 million; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(537) million; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $218 million.
(6)    Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. For more information, see Note 7.
(7)    Relates to the sale of our wealth management business.
(8)    Includes $(114) million primarily related to the settlement of cost of insurance litigation in the first quarter of 2024.
(9)    Includes severance expense related to initiatives to realign the workforce of $(56) million.
(10)    Includes transaction, integration and other costs related to mergers, acquisitions, divestitures and certain other corporate initiatives of $(37) million primarily related to the sale of our wealth management business.
(11)    Includes deferred compensation mark-to-market adjustment of $(12) million.

The tables below reconcile our total operating revenues to the GAAP measure presented in the Consolidated Statements of Comprehensive Income (Loss) (in millions):

For the Three Months Ended June 30, 2025
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating revenues $ 1,214  $ 1,602  $ 1,538  $ 331  $ 41  $ 4,726 
Revenue adjustments from annuity and life
insurance product features (526) (64) –  –  –  (590)
Credit loss-related adjustments (2) (2) –  (7) (14) (25)
Investment gains (losses) (2) (25) –  (3) (51) (81)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans –  13  –  –  1  14 
Total revenues $ 684  $ 1,524  $ 1,538  $ 321  $ (23) $ 4,044 


For the Three Months Ended June 30, 2024
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating revenues $ 1,209  $ 1,511  $ 1,441  $ 327  $ 39  $ 4,527 
Revenue adjustments from annuity and life
insurance product features 126  (21) –  –  –  105 
Credit loss-related adjustments (19) 7  –  (13) (9) (34)
Investment gains (losses) 9  (119) (1) –  (119) (230)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans –  204  –  –  (3) 201 
Gains (losses) on other non-financial assets -
sale of subsidiaries/businesses –  –  –  –  584  584 
Total revenues $ 1,325  $ 1,582  $ 1,440  $ 314  $ 492  $ 5,153 

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For the Six Months Ended June 30, 2025
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating revenues $ 2,412  $ 3,188  $ 3,059  $ 658  $ 94  $ 9,411 
Revenue adjustments from annuity and life
insurance product features (317) (47) –  –  –  (364)
Credit loss-related adjustments (19) (1) (2) (9) (22) (53)
Investment gains (losses) (8) (133) 1  (6) (37) (183)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans 10  (76) –  –  (10) (76)
Total revenues $ 2,078  $ 2,931  $ 3,058  $ 643  $ 25  $ 8,735 

For the Six Months Ended June 30, 2024
Annuities Life Insurance Group Protection Retirement Plan Services Other Operations Total
Operating revenues $ 2,477  $ 3,052  $ 2,867  $ 649  $ 66  $ 9,111 
Revenue adjustments from annuity and life
insurance product features (320) (154) –  –  –  (474)
Credit loss-related adjustments (23) 11  –  (13) (11) (36)
Investment gains (losses) 27  (148) (1) (5) (184) (311)
Changes in the fair value of reinsurance-
related embedded derivatives, trading
securities and certain mortgage loans (3) 409  –  –  (11) 395 
Gains (losses) on other non-financial assets -
sale of subsidiaries/businesses –  –  –  –  584  584 
Total revenues $ 2,158  $ 3,170  $ 2,866  $ 631  $ 444  $ 9,269 

Other business segment and Other Operations information (in millions) was as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Annuities $ 464  $ 405  $ 916  $ 785 
Life Insurance 631  565  1,255  1,187 
Group Protection 94  88  183  173 
Retirement Plan Services 252  247  503  491 
Other Operations 25  27  67  43 
Total net investment income $ 1,466  $ 1,332  $ 2,924  $ 2,679 
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17. Realized Gain (Loss)

Realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss) includes realized gains and losses from the sale of investments, write-downs for impairments of investments and changes in the allowance for credit losses for financial assets, changes in fair value for mortgage loans on real estate accounted for under the fair value option, changes in fair value of equity securities, VUL derivative and embedded derivative gains and losses, gains and losses on the sale of subsidiaries and businesses and net gains and losses on reinsurance-related embedded derivatives and trading securities. Realized gains and losses on the sale of investments are determined using the specific identification method. Realized gain (loss) is also net of allocations of investment gains and losses to certain policyholders, certain funds withheld on reinsurance arrangements and certain modified coinsurance arrangements for which we have a contractual obligation. Details underlying realized gain (loss) (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Fixed maturity AFS securities:
Gross gains $ 2  $ 1  $ 6  $ 8 
Gross losses (26) (105) (149) (167)
Credit loss benefit (expense) (1)
 (19) (23) (47) (25)
Realized gain (loss) on equity securities (2)
 4  1  (1) 12 
Credit loss benefit (expense) on mortgage loans on real estate (1)
 (8) (18) (10) (18)
Credit loss benefit (expense) on reinsurance-related assets
 3  7  5  9 
Realized gain (loss) on the mark-to-market on certain
instruments (3)(4)
 (98) 89  (153) 101 
Indexed product derivative results (5)
 67  77  (2) 222 
Derivative results (6)
 (571) 80  (284) (468)
Realized gain (loss) on subsidiaries/businesses (7)
 –  584  –  584 
Other realized gain (loss) 5  (30) 4  (28)
Total realized gain (loss) $ (641) $ 663  $ (631) 230 

(1) Includes changes in the allowance for credit losses as well as direct write-downs to amortized cost as a result of negative credit events.
(2) Includes mark-to-market adjustments on equity securities still held of $4 million for the three months ended June 30, 2025 and 2024, and $7 million and $16 million for the six months ended June 30, 2025 and 2024, respectively.
(3) Represents changes in the fair values of derivatives we hold as part of VUL hedging, reinsurance-related embedded derivatives and trading securities.
(4) Includes gains and losses from fair value changes on mortgage loans on real estate accounted for under the fair value option of $(1) million and $3 million for the three months ended June 30, 2025 and 2024, respectively, and $(2) million and $3 million for the six months ended June 30, 2025 and 2024, respectively.
(5) Represents the change in fair value of the index options that we hold and the change in the fair value of the embedded derivative liabilities of our indexed annuity and IUL contracts, and the associated index options to hedge policyholder index allocations applicable to future reset periods for our indexed annuity products.
(6) Includes the change in the fair value of the derivative instruments we own to support capital needs associated with our GLB and GDB riders net of fee income allocated to support the cost of purchasing the hedging instruments.
(7) Relates to the sale of our wealth management business.

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18. Federal Income Taxes

The effective tax rate is the ratio of tax expense (benefit) over pre-tax income (loss). The effective tax rate was 18% and 77% for the three and six months ended June 30, 2025, respectively, compared to 18% and 19%, respectively, for the corresponding periods in 2024. The effective tax rate on pre-tax income is typically lower than the prevailing corporate federal income tax rate of 21% due to benefits from preferential tax items including the separate account dividends-received deduction and tax credits.

For the three months ended June 30, 2025, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items.

For the six months ended June 30, 2025, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to a tax benefit of 21% from pre-tax losses in addition to the effects of preferential tax items.

For the three and six months ended June 30, 2024, the effective tax rate differed from the prevailing corporate federal income tax rate due primarily to the effects of preferential tax items.

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

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page

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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition as of June 30, 2025, compared with December 31, 2024, and the results of operations for the three and six months ended June 30, 2025, compared with the corresponding periods in 2024 of Lincoln National Corporation and its consolidated subsidiaries. Unless otherwise stated or the context otherwise requires, “LNC,” “Company,” “we,” “our” or “us” refers to Lincoln National Corporation and its consolidated subsidiaries.

The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying notes to the consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements” and our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:

•Weak general economic and business conditions that may affect demand for our products, account balances, investment results, guaranteed benefit liabilities, premium levels and claims experience;
•Adverse global capital and credit market conditions that may affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and the valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;
•The inability of our subsidiaries to pay dividends to the holding company in sufficient amounts, which could harm the holding company’s ability to meet its obligations;
•Legislative, regulatory or tax changes, both domestic and foreign, that affect: the cost of, or demand for, our subsidiaries’ products; the required amount of reserves and/or surplus; our ability to conduct business; our affiliate reinsurance arrangements; and restrictions on the payment of revenue sharing and 12b-1 distribution fees;
•Changes in tax law or the interpretation of or application of existing tax laws that could impact our tax costs and the products that we sell;
•The impact of regulations adopted by the Securities and Exchange Commission (“SEC”), the Department of Labor or other federal or state regulators or self-regulatory organizations that could adversely affect our distribution model and sales of our products and result in additional disclosure and other requirements related to the sale and delivery of our products;
•The impact of new and emerging rules, laws and regulations relating to privacy, cybersecurity and artificial intelligence that may lead to increased compliance costs, reputation risk and/or changes in business practices;
•Increasing scrutiny and evolving expectations and regulations regarding environmental, social and governance matters that may adversely affect our reputation and our investment portfolio;
•Actions taken by reinsurers to raise rates on in-force business;
•Declines in or sustained low interest rates causing a reduction in investment income, the interest margins of our businesses and demand for our products;
•Rapidly increasing or sustained high interest rates that may negatively affect our profitability, value of our investment portfolio and capital position and may cause policyholders to surrender annuity and life insurance policies, thereby causing realized investment losses;
•The impact of the implementation of the provisions of the European Market Infrastructure Regulation relating to the regulation of derivatives transactions;
•The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as: adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings;
•A decline or continued volatility in the equity markets causing a reduction in the sales of our subsidiaries’ products; a reduction of asset-based fees that our subsidiaries charge on various investment and insurance products; and an increase in liabilities related to guaranteed benefit riders, which are accounted for as market risk benefits (“MRBs”), of our subsidiaries’ variable annuity products;
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•Ineffectiveness of our risk management policies and procedures, including our various hedging strategies;
•A deviation in actual experience regarding future policyholder behavior, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products and in establishing related insurance reserves, which may reduce future earnings;
•Changes in accounting principles that may affect our consolidated financial statements;
•Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations and the adverse effect such action may have on our ability to raise capital and on our liquidity and financial condition;
•Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries and the adverse effect such action may have on the premium writings, policy retention, and profitability of our insurance subsidiaries and liquidity;
•Significant credit, accounting, fraud, corporate governance or other issues that may adversely affect the value of certain financial assets, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on financial assets;
•Interruption in or failure of the telecommunication, information technology or other operational systems of the Company or the third parties on whom we rely or failure to safeguard the confidentiality or privacy of sensitive data on such systems, including from cyberattacks or other breaches in security of such systems;
•The effect of acquisitions and divestitures, including the inability to realize the anticipated benefits of acquisitions and dispositions of businesses and potential operating difficulties and unforeseen liabilities relating thereto, as well as the effect of restructurings, product withdrawals and other unusual items;
•The inability to realize or sustain the benefits we expect from, greater than expected investments in, and the potential impact of efforts related to, our strategic initiatives;
•The adequacy and collectability of reinsurance that we have obtained;
•Pandemics, acts of terrorism, war or other man-made and natural catastrophes that may adversely impact liabilities for policyholder claims and adversely affect our businesses and the cost and availability of reinsurance;
•Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that our subsidiaries can charge for their products;
•The unknown effect on our subsidiaries’ businesses resulting from evolving market preferences and the changing demographics of our client base; and
•The unanticipated loss of key management or wholesalers.

The risks and uncertainties included here are not exhaustive. Other sections of this report and other reports that we file with the SEC include additional factors that could affect our businesses and financial performance, including “Part I – Item 1A. Risk Factors” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this report.

INTRODUCTION

Executive Summary

We are a holding company that operates multiple insurance and retirement businesses through subsidiary companies. We sell a wide range of wealth accumulation, wealth protection, group protection and retirement products and solutions through our four business segments:

•Annuities
•Life Insurance
•Group Protection
•Retirement Plan Services

We also have Other Operations, which includes the financial results for operations that are not directly related to the business segments. See “Part I – Item 1. Business” in our 2024 Form 10-K for a discussion of our business segments and products.

In this report, in addition to providing consolidated net income (loss), we also provide income (loss) from operations because we believe it is a meaningful measure of the profitability of our business segments and Other Operations. Income (loss) from operations is the financial performance measure we use to evaluate and assess the results of our segments and Other Operations. Accordingly, we define and report income (loss) from operations by segment in Note 16. Our management believes that income (loss) from operations explains the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in and performance of our current businesses. Certain items are excluded from income (loss) from operations because they are not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in most instances, decisions regarding these items do not necessarily relate to the operations of the individual segments.
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We provide information about our business segments’ and Other Operations’ operating revenue and expense line items, key drivers of changes and historical details underlying the line items below. For factors that could cause actual results to differ materially from those set forth, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

On June 5, 2025, we closed our previously announced stock sale transaction pursuant to the purchase agreement (the “Purchase Agreement”) with Bain Capital Prairie, LLC (the “Buyer”), a newly formed subsidiary of Bain Capital, under which we agreed to sell shares representing 9.9% of our outstanding common stock on a post-issuance basis to the Buyer. Under the final terms, Lincoln sold approximately 18.8 million shares of its common stock for aggregate consideration of $825 million. The transaction provided us with capital that we expect to deploy toward our strategic priorities, including growing spread-based earnings, advancing our portfolio management efforts and asset sourcing capabilities and optimizing our legacy life portfolio. For additional information on the Bain Capital transaction, see Note 15.

Industry trends and significant operational matters are described in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” of our 2024 Form 10-K.

Summary of Critical Accounting Estimates

The MD&A included in our 2024 Form 10-K contains a detailed discussion of our critical accounting estimates. The following information updates the “Summary of Critical Accounting Estimates” provided in our 2024 Form 10-K, and therefore, should be read in conjunction with that disclosure.

Investments

Investment Valuation
 
The following summarizes investments on the Consolidated Balance Sheets carried at fair value by pricing source and fair value hierarchy level (in millions) as of June 30, 2025:

Quoted
Prices
in Active
Markets for Significant Significant
Identical Observable Unobservable
Assets Inputs Inputs Total
(Level 1) (Level 2) (Level 3) Fair Value
Priced by third-party pricing services $ 592  $ 75,749  $ 120  $ 76,461 
Priced by independent broker quotations –  –  6,422  6,422 
Priced by matrices –  17,240  –  17,240 
Priced by other methods (1)
 –  –  266  266 
Total $ 592  $ 92,989  $ 6,808  $ 100,389 
Percent of total 1% 92% 7% 100%

(1) Represents primarily securities for which pricing models were used to compute fair value.

For more information about the valuation of our financial instruments carried at fair value, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Investments – Investment Valuation” in our 2024 Form 10-K and Note 13 herein.

Derivatives

Derivatives are primarily used for hedging purposes. We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk, basis risk, commodity risk and credit risk by entering into derivative transactions. We also purchase and issue financial instruments that contain embedded derivative instruments. See “Policyholder Account Balances” below for information on embedded derivatives.
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Assessing the effectiveness of hedging and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates

We carry our derivative instruments at fair value, which we determine through valuation techniques or models that use market data inputs or independent broker quotations. The fair values fluctuate from period to period due to the volatility of the valuation inputs, including but not limited to swap interest rates, interest and equity volatility and equity index levels, foreign currency forward and spot rates, credit spreads and correlations, some of which are significantly affected by economic conditions. The effect to revenue is reported in realized gain (loss) and such amount along with the associated federal income taxes is excluded from income (loss) from operations of our segments.

For more information on derivatives, see Note 1 in our 2024 Form 10-K and Note 5 herein. For more information on market exposures associated with our derivatives, including sensitivities, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Future Contract Benefits

Future contract benefits represent liability reserves that we have established and carry based on estimates of how much we will need to pay for future benefits and claims.

Liability for Future Policy Benefits

Liability for future policy benefits (“LFPB”) represents the reserve amounts associated with non-participating traditional life insurance contracts and limited payment life-contingent annuity contracts that are calculated to meet the various policy and contract obligations as they mature. Establishing adequate reserves for our obligations to policyholders requires assumptions to be made that are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is better than or equal to the assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required. Significant assumptions include mortality rates, morbidity and policyholder behavior (e.g., persistency) and withdrawals. During the third quarter of each year, we conduct our comprehensive review of the actuarial assumptions to best estimate future premium and benefit cash flows (“cash flow assumptions”) and projection models used in estimating these liabilities and update these assumptions as needed (excluding the claims settlement expense assumption that is locked-in at inception) in the calculation of the net premium ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. In measuring our LFPB, we establish cohorts, which are groupings of long-duration contracts. On a quarterly basis, we retrospectively update the net premium ratio at the cohort level for actual experience. For all contract cohorts issued after January 1, 2021, interest is accrued on LFPB at the single-A interest rate on the contract cohort inception date. For contract cohorts issued prior to January 1, 2021, interest remains accruing at the original discount rate in effect on the contract cohort inception date due to the modified retrospective transition method. We also remeasure the LFPB using the single-A interest rate as of the end of each reporting period.

Liability for Future Claims

Future contract benefits include reserves for long-term life and disability claims associated with our Group Protection segment. These reserves use actuarial assumptions primarily based on claim termination rates, offsets for other insurance including social security and long-term disability incidence and severity assumptions. Such cash flow assumptions are subject to the comprehensive review process discussed above. We remeasure the liability for future claims using a single-A interest rate as of the end of each reporting period.

Additional Liabilities for Other Insurance Benefits

We previously issued UL-type contracts where we provided a secondary guarantee to the policyholder. The policy can remain in force, even if the base policy account balance is zero, as long as contractual secondary guarantee requirements have been met. These guaranteed benefits require an additional liability that is calculated based on the application of a benefit ratio (calculated as the present value of total expected benefit payments over the life of the contract from inception divided by the present value of total expected assessments over the life of the contract). These secondary guarantees are reported within future contract benefits on the Consolidated Balance Sheets. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio and the level of assessments associated with the contracts. Cash flow assumptions incorporated in a benefit ratio in measuring these additional liabilities for other insurance benefits include mortality rates, morbidity, policyholder behavior (e.g., persistency) and withdrawals based principally on generally accepted actuarial methods and assumptions. During the third quarter of each year, we conduct our comprehensive review of the cash flow assumptions and projection models used in estimating these liabilities and update these assumptions in the calculation of the benefit ratio. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update.

For additional information on future contract benefits, see Note 11.
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Market Risk Benefits

MRBs are contracts or contract features that provide protection to the policyholder from other-than-nominal capital market risk and expose us to other-than-nominal capital market risk upon the occurrence of a specific event or circumstance, such as death, annuitization or periodic withdrawal. An MRB can be in either an asset or a liability position. Our MRB assets and MRB liabilities are reported at fair value separately on the Consolidated Balance Sheets.

We issue variable and fixed annuity contracts that may include various types of guaranteed living benefit (“GLB”) and guaranteed death benefit (“GDB”) riders that we have accounted for as MRBs. For contracts that contain multiple riders that qualify as MRBs, the MRBs are valued on a combined basis using an integrated model. We have entered into reinsurance agreements to cede certain GLB and GDB riders where the reinsurance agreements themselves are accounted for as MRBs or contain MRBs. We therefore record ceded MRB assets and ceded MRB liabilities associated with these reinsurance agreements. We report ceded MRBs associated with these reinsurance agreements in other assets or other liabilities on the Consolidated Balance Sheets.

Net amount at risk (“NAR”) represents the amount of GLB or GDB in excess of a policyholder’s account balance at the balance sheet date. Underperforming markets increase our exposure to potential benefits with the GLB and GDB riders. A contract with a GDB rider is “in the money” if the policyholder’s account balance falls below the GDB. As of June 30, 2025 and 2024, 4% and 8%, respectively, of all in-force contracts with a GDB rider were “in the money.” A contract with a GLB rider is “in the money” if the policyholder’s account balance falls below the present value of GLB payments, assuming no full surrenders. As of June 30, 2025 and 2024, 15% and 18%, respectively, of all in-force contracts with a GLB rider were “in the money.” However, the only way the policyholder can realize the excess of the present value of benefits over the account balance of the contract is through a series of withdrawals or income payments that do not exceed a maximum amount. If, after the series of withdrawals or income payments, the account balance is exhausted, the policyholder will continue to receive a series of annuity payments. The account balance can also fluctuate with market returns on a daily basis resulting in increases or decreases in the excess of the present value of benefits over account balance.

Many policyholders have both a GLB and GDB present on the same policy. The total NAR represents the greater of GLB NAR and GDB NAR for each policy as only one benefit can be exercised in practice. Details underlying the NAR, net of reinsurance, (in millions) were as follows:

Annuities Retirement Plan Services
As of June 30, As of June 30,
2025 2024 2025 2024
GLB NAR $ 1,432  $ 1,564  $ 1  $ 1 
GDB NAR 508  817  1  2 
Total NAR 1,889  2,278  2  3 

The change in the fair value of MRB assets and liabilities is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss), except for the portion attributable to the change in non-performance risk, which is recognized in other comprehensive income (loss) (“OCI”). The change in the fair value of ceded MRB assets and liabilities, including the changes in our counterparties’ non-performance risks, is reported in market risk benefit gain (loss) on the Consolidated Statements of Comprehensive Income (Loss).

MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our non-performance risk. Ceded MRBs are valued based on a stochastic projection of risk-neutral scenarios that incorporate a spread reflecting our counterparties’ non-performance risk. The scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant and include assumptions for capital markets, lapse, benefit utilization, mortality, risk margin and administrative expenses. These assumptions are based on a combination of historical data and actuarial judgments. The assumption for our own non-performance risk and our counterparties’ non-performance risk for MRBs and ceded MRBs, respectively, are determined at each valuation date and reflect our risk and our counterparties’ risks of not fulfilling the obligations of the underlying liability. The spread for the non-performance risk is added to the discount rates used in determining the fair value from the net cash flows. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop, we will continue to reassess our assumptions. During the third quarter of each year, we conduct our comprehensive review of the assumptions used in calculating the fair value of these MRBs and update these assumptions on a prospective basis as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update. For information on fair value inputs, see Note 13.

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For illustrative purposes, the following presents hypothetical effects to MRBs attributable to changes to key assumptions / inputs, assuming all other factors remain constant:

Hypothetical Hypothetical
Effect Effect
Assumption / Input Actual Experience to MRB Liability to Net Income Description of Assumption / Input
Equity market return Increase / (Decrease) (Decrease) / Increase Increase / (Decrease) Equity market return input represents impact based on movements in equity markets.
Interest rate Higher /
 Lower		 (Decrease) / Increase Increase / (Decrease) Interest rate input represents impact based on movements in interest rates and impact to fixed-income assets.
Volatility Increase / (Decrease) Increase / (Decrease) (Decrease) / Increase Volatility assumption represents overall volatilities assumed for the underlying variable annuity funds, which include a mixture of equity and fixed-income assets. Volatility assumptions vary by fund due to the benchmarking of difference indices.
Mortality Increase / (Decrease) (Decrease) / Increase Increase / (Decrease) Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die.
Mortality contracts with only GDB rider Increase / (Decrease) Increase / (Decrease) (Decrease) / Increase Mortality represents the estimated probability of when an individual belonging to a particular group, categorized according to age or some other factor such as gender, will die.
Lapse Higher /
Lower		 (Decrease) / Increase Increase / (Decrease) Lapse assumption represents the estimated probability of a contract surrendering during a year, thereby forgoing any future benefits.
Benefit utilization Higher /
 Lower		 Increase / (Decrease) (Decrease) / Increase Benefit utilization assumption of guaranteed withdrawals represents the estimated percentage of policyholders that utilize the guaranteed withdrawal feature.

We use derivative instruments to hedge our exposure to selected risk caused by changes in equity markets and interest rates associated with GLB and GDB riders that are available in our variable annuity products and accounted for as MRBs. Our hedge program focuses on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. We utilize options and total return swaps on U.S.-based equity indices, and futures on U.S.-based and international equity indices, as well as interest rate futures, interest rate swaps and currency futures. For additional information on our derivatives, see Note 5.

As part of our hedge program, equity market and interest rate conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, these positions may not completely offset changes in the fair value of our GLB and GDB riders caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets, interest rates and market-implied volatilities, realized market volatility, policyholder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.

The following table presents our after-tax estimates of the potential instantaneous effect to net income (loss) that could result from sudden changes that may occur in equity markets and interest rates (in millions) and excludes the net cost of operating the hedge program. The amounts represent the difference between the change in GLB and GDB riders and the change in the fair value of the underlying hedge instruments. These estimates are based upon the balance as of June 30, 2025, net of reinsurance, and the related hedge instruments in place as of that date.

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The effects presented in the table below are not representative of the aggregate impacts that could result if a combination of such changes to equity market returns and interest rates occurred.

In-Force Sensitivities
Equity Market Return -10% +10%
Hypothetical effect to net income $ (800) $ 725
Interest Rates -25 bps +25 bps
Hypothetical effect to net income $ (425) $ 400

The actual effects of the results illustrated in the table above could vary significantly depending on a variety of factors, many of which are out of our control, and consideration should be given to the following:

•The analysis is only valid as of June 30, 2025, due to changing market conditions, policyholder activity, hedge positions and other factors;
•The analysis assumes instantaneous shifts in the capital market factors and no ability to rebalance hedge positions prior to the market changes;
•The analysis assumes constant exchange rates and implied dividend yields;
•Assumptions regarding shifts in the market factors, such as assuming parallel shifts in interest rates, may be overly simplistic and not indicative of actual market behavior in stress scenarios;
•It is very unlikely that one capital market sector (e.g., equity markets) will sustain such a large instantaneous movement without affecting other capital market sectors; and
•The analysis assumes that there is no tracking or basis risk between the funds and/or indices affecting the GLB and GDB riders and the instruments utilized to hedge these exposures.

For additional information on MRBs, see Note 8.

Policyholder Account Balances

Policyholder account balances include the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. This liability includes universal life insurance (“UL”), MoneyGuard®, variable universal life insurance (“VUL”), indexed universal life insurance (“IUL”), investment-type annuity (including registered index-linked annuities (“RILA”), individual and group fixed and fixed portion of variable annuities, fixed indexed deferred annuities and non-life contingent payout fixed annuities) and funding agreement products where account balances are equal to deposits plus interest credited less withdrawals, surrender charges, asset-based fees and policyholder administration charges (collectively known as “policyholder assessments”), as well as amounts representing the fair value of embedded derivative instruments associated with our fixed indexed annuity and IUL products. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models underlying our reserves and embedded derivatives and update assumptions as needed. We may also update these assumptions in other quarters as we become aware of information that is indicative of the need for such an update.

Our indexed annuity and IUL contracts permit the holder to elect a fixed interest rate return or a return where interest credited to the contracts is linked to the performance of the S&P 500® Index or other indices. The value of the variable portion of the policyholder’s account balance varies with the performance of the underlying variable funds chosen by the policyholder. Policyholders may elect to rebalance among the various accounts within the product at renewal dates. At the end of each indexed term, which can be up to six years, we have the opportunity to re-price the indexed component by establishing different participation rates, caps, spreads or specified rates, subject to contractual guarantees. We purchase and sell index options that are highly correlated to the portfolio allocation decisions of our policyholders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held generally offsets the change in value of the embedded derivative within the contract, both of which are recorded as a component of realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). The Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the Financial Accounting Standards Board Accounting Standards CodificationTM
require that we calculate fair values of index options we may purchase or sell in the future to hedge policyholder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase or sell in the future, discounted back to the date of the balance sheet, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included as a component of realized gain (loss) on the Consolidated Statements of Comprehensive Income (Loss). For more information on indexed product derivative results, see Note 17.

For additional information on the liability for policyholder account balances, see Note 10.

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Reinsurance Recoverables

Reinsurance recoverables are generally measured and recognized consistent with the assumptions and methodologies used to project the future performance of the underlying direct business as discussed in the “Future Contract Benefits” and “Policyholder Account Balances” sections above. During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models and update assumptions as needed. In addition, we consider the potential impact of counterparty credit risks related to the reinsurance recoverable by estimating an allowance for credit losses using a probability of loss model approach to estimate expected credit losses for reinsurance recoverables. For additional information on our allowance for credit losses on reinsurance-related assets, see Note 7 in our 2024 Form 10-K.

Annual Assumption Review

During the third quarter of each year, we conduct our comprehensive review of the assumptions and projection models used in estimating MRBs, our reserves and embedded derivatives. For more information on our comprehensive review, see Note 1 in our 2024 Form 10-K.

Income Taxes

Management uses certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred income tax assets and liabilities for items recognized differently in its financial statements from amounts shown on its income tax returns and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations. Management exercises judgment in evaluating the amount and timing of recognition of the resulting income tax assets and liabilities. These judgments and estimates are re-evaluated on a continual basis as regulatory and business factors change. Legislative changes to the Internal Revenue Code of 1986, as amended, modifications or new regulations, administrative rulings, or court decisions could increase or decrease our effective tax rate.

The application of GAAP requires us to evaluate the recoverability of our deferred tax assets and establish a valuation allowance, if necessary, to reduce our deferred tax asset to an amount that is more likely than not to be realizable. Judgment and the use of estimates are required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of existing temporary differences; the length of time carryovers can be utilized; and any future prudent and feasible tax planning strategies.

As of June 30, 2025, we had an approximate $1.9 billion deferred tax asset related to net unrealized losses on fixed maturity available-for-sale (“AFS”) securities. In the assessment of the future realizability of this deferred tax asset, management concluded that its tax planning strategies, including holding these securities to recovery, were prudent and feasible as these unrealized losses were caused by factors other than credit loss, and we have the intent and ability to hold these securities to recovery and collect all of the contractual cash flows.

Although realization is not assured, management believes it is more likely than not that the deferred tax assets, will be realized.

For risks related to establishing a valuation allowance against our deferred tax assets, see “Part I – Item 1A. Risk Factors – Assumptions and Estimates – We may be required to recognize an impairment of our goodwill or to establish a valuation allowance against our deferred tax assets” in our 2024 Form 10-K.

For additional information on income taxes, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Summary of Critical Accounting Estimates – Income Taxes” and Note 23 in our 2024 Form 10-K and Note 18 herein.
 
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RESULTS OF CONSOLIDATED OPERATIONS

Details underlying the consolidated results (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025
2024 (1)
 2025
2024 (1)
Net Income (Loss)
Income (loss) from operations:
Annuities $ 287  $ 297  $ 577  $ 556 
Life Insurance 32  (35) 16  (70)
Group Protection 173  130  274  210 
Retirement Plan Services 37  40  71  76 
Other Operations (91) (97) (186) (192)
Net annuity product features, pre-tax (2)
 405  252  (687) 1,702 
Net life insurance product features, pre-tax (58) 4  (15) (128)
Credit loss-related adjustments, pre-tax (25) (34) (53) (36)
Investment gains (losses), pre-tax
 (81) (230) (183) (311)
Changes in the fair value of reinsurance-related
embedded derivatives, trading securities and
certain mortgage loans, pre-tax (3)
 14  201  (76) 395 
Gains (losses) on other non-financial assets – sale of
subsidiaries/businesses, pre-tax (4)
 –  584  –  584 
Other items, pre-tax (5) (6) (7) (8) (9)
 75  (33) 40  (219)
Income tax benefit (expense) related to the
above pre-tax items (69) (184) 199  (451)
Net income (loss) $ 699  $ 895  $ (23) $ 2,116 
(1)    The prior period presentation was recast to conform to the revised definition of income (loss) from operations. See Note 16 for additional information.
(2)    For the three months ended June 30, 2025 and 2024, includes changes in MRBs of $932 million and $126 million, respectively; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(595) million and $50 million, respectively; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $68 million and $76 million, respectively. For the six months ended June 30, 2025 and 2024, includes changes in MRBs of $(370) million and $2,021 million, respectively; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(321) million and $(537) million, respectively; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $4 million and $218 million, respectively.
(3)    Includes primarily changes in the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction. The coinsurance with funds withheld investment portfolio includes fixed maturity securities classified as AFS with changes in fair value recorded in OCI. Since the corresponding and offsetting changes in fair value of the embedded derivative related to the coinsurance with funds withheld investment portfolio are recorded in realized gain (loss), volatility can occur within net income (loss). See Note 7 for more information.
(4)    For information on the sale of our wealth management business, see Note 1 in our 2024 Form 10-K.
(5)    Includes $(114) million for the six months ended June 30, 2024, primarily related to the settlement of cost of insurance litigation in the first quarter of 2024.
(6)    Includes severance expense related to initiatives to realign the workforce of $(2) million and $(7) million for the three months ended June 30, 2025 and 2024, respectively, and $(8) million and $(56) million for the six months ended June 30, 2025 and 2024, respectively.
(7)    Includes transaction, integration and other costs related to mergers, acquisitions, divestitures and certain other corporate initiatives for the three months ended June 30, 2025 and 2024, respectively, of $(18) million primarily related to the Bain Capital transaction and $(27) million related to the sale of our wealth management business; and for the six months ended June 30, 2025 and 2024, respectively, of $(38) million related to the Bain Capital transaction and the sale of our wealth management business and $(37) million primarily related to the sale of our wealth management business.
(8)    Includes deferred compensation mark-to-market adjustment of $1 million for the three months ended June 30, 2025 and 2024, and $(8) million and $(12) million for the six months ended June 30, 2025 and 2024, respectively.
(9)    Includes gains (losses) on early extinguishment of debt of $94 million for the three and six months ended June 30, 2025.
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Comparison of the Three Months Ended June 30, 2025 to 2024

Net income decreased due primarily to the following:

•Gain on other non-financial assets in 2024 due to the sale of our wealth management business.
•Less favorable changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans driven by the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction.
•Loss in net life insurance product features in 2025 compared to gain in 2024 driven by change in the fair value of hedges associated with VUL products attributable to the impact of capital markets.

The decrease in net income was partially offset by the following:

•Higher gain in net annuity product features driven by the impact of capital markets.
•Lower investment losses driven by lower losses on fixed maturity AFS securities.
•Net favorable other items in 2025 compared to net unfavorable in 2024 driven by gain on extinguishment of debt in 2025.
•Higher investment income on alternative investments.
•Improvement in our total loss ratio in our Group Protection segment.

Comparison of the Six Months Ended June 30, 2025 to 2024

Net income decreased due primarily to the following:

•Loss in net annuity product features in 2025 compared to gain in 2024 driven by the impact of capital markets.
•Gain on other non-financial assets in 2024 due to the sale of our wealth management business.
•Unfavorable changes in the fair value of reinsurance-related embedded derivatives, trading securities and certain mortgage loans in 2025 compared to favorable changes in 2024 driven by the fair value of the embedded derivative related to the fourth quarter 2023 reinsurance transaction.

The decrease in net income was partially offset by the following:

•Net favorable other items in 2025 compared to net unfavorable in 2024 driven by gain on extinguishment of debt in 2025 and settlement of cost of reinsurance litigation in 2024.
•Lower loss in net life insurance product features driven by change in the fair value of hedges associated with VUL products attributable to the impact of capital markets.
•Improvement in our total loss ratio in our Group Protection segment.
•Higher investment income on alternative investments.
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RESULTS OF ANNUITIES

Income (Loss) from Operations

Details underlying the results for Annuities (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Operating Revenues
Insurance premiums (1)
 $ 28  $ 34  $ 50  $ 60 
Fee income 575  587  1,166  1,167 
Net investment income
 487  435  953  855 
Other revenues (2)
 124  153  243  395 
Total operating revenues 1,214  1,209  2,412  2,477 
Operating Expenses
Benefits (1)
 37  38  66  64 
Interest credited 439  377  858  729 
Policyholder liability remeasurement (gain) loss (5) 2  (6) 3 
Commissions and other expenses 405  441  816  1,012 
Total operating expenses 876  858  1,734  1,808 
Income (loss) from operations before taxes 338  351  678  669 
Federal income tax expense (benefit) 51  54  101  113 
Income (loss) from operations $ 287  $ 297  $ 577  $ 556 

(1) Insurance premiums include primarily our income annuities that have a corresponding offset in benefits. Benefits include primarily changes in income annuity reserves driven by insurance premiums.
(2) Consists primarily of revenues attributable to broker-dealer services, which are subject to market volatility and have a comparable offset in commissions and other expenses; and the net settlement related to certain reinsurance transactions, which has a corresponding offset in net investment income and interest credited. During the second quarter of 2024, we closed the sale of our wealth management business. For more information, see Note 1 in our 2024 Form 10-K.

Comparison of the Three Months Ended June 30, 2025 to 2024

Income from operations for this segment decreased due primarily to the following:

•Higher commissions and other expenses, net of broker-dealer expenses, driven by higher other costs pertaining to business operations and higher deferred acquisition costs (“DAC”) amortization.
•Lower fee income driven by lower average daily separate account balances.
•Lower net investment income, net of interest credited, which more than offset impacts from higher average general account balances, improving portfolio yields from the current interest rate environment and higher investment income within our surplus portfolio. The lower net investment income, net of interest credited, was experienced in certain reinsured portfolios that have a corresponding increase in other revenues.

The decrease in income from operations was partially offset by policyholder liability remeasurement gain in 2025 compared to a loss in 2024 driven by more favorable experience on income annuities than expected.

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Comparison of the Six Months Ended June 30, 2025 to 2024

Income from operations for this segment increased due primarily to:

•Lower federal income tax expense due to unfavorable separate account dividends-received deduction true-ups in 2024.
•Policyholder liability remeasurement gain in 2025 compared to a loss in 2024 driven by more favorable experience on income annuities than expected.

The increase in income from operations was partially offset by the following:

•Lower net investment income, net of interest credited, which more than offset impacts from higher average general account balances, improving portfolio yields from the current interest rate environment and higher investment income within our surplus portfolio. The lower net investment income, net of interest credited, was experienced in certain reinsured portfolios that have a corresponding increase in other revenues.
•Higher commissions and other expenses, net of broker-dealer expenses, driven by higher DAC amortization and higher other costs pertaining to business operations.

The increase in income from operations was also due to higher commissions and other expenses in the first quarter of 2024 related to a balance sheet true-up in preparation for the close of the sale of the wealth management business.

Additional Information

New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations.

The other component of net flows relates to the retention of new business and account balances. An important measure of retention is the reduction in account balances caused by full surrenders, deaths and other contract benefits. These outflows as a percentage of average gross account balances were 11% for the three and six months ended June 30, 2025, and 10% and 11%, respectively, for the corresponding periods in 2024.

Our fixed annuities and RILA have discretionary fixed and indexed crediting rates that reset on an annual or periodic basis and may be subject to surrender charges. Our ability to retain these annuities will be subject to current competitive conditions at the time crediting rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates and sustained high interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals and surrenders” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2024 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2024 Form 10-K.

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Fee Income

Details underlying fee income (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Fee Income
Mortality, expense and other assessments (1)
 $ 561  $ 569  $ 1,136  $ 1,131 
Surrender charges 12  17  26  32 
DFEL:
Deferrals (4) (5) (8) (9)
Amortization 6  6  12  13 
Total fee income $ 575  $ 587  $ 1,166  $ 1,167 

(1) Presented net of GLB and GDB hedge allowance.

We charge policyholders mortality and expense assessments on variable annuity accounts to cover insurance and administrative expenses. These assessments are a function of the rates priced into the product and the average daily separate account balances. Average daily separate account balances are driven by net flows and variable fund returns. Charges on GLB riders are assessed based on a contractual rate that is applied either to the account balance or the guaranteed amount. We allocate a portion of these fees to support the cost of hedging GLB and GDB riders. For more information, see Note 15. We may collect surrender charges when our fixed and variable annuity policyholders surrender their contracts during the surrender charge period to protect us from premature withdrawals.

Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real
estate and other, net of investment expenses $ 449  $ 395  $ 881  $ 778 
Commercial mortgage loan prepayment and bond
make-whole premiums (1)
 1  –  1  1 
Surplus investments (2)
 37  36  71  67 
Net investment income pertaining to broker-dealer services –  4  –  9 
Total net investment income $ 487  $ 435  $ 953  $ 855 
Interest Credited
Amount provided to policyholders $ 436  $ 374  $ 852  $ 723 
DSI deferrals –  –  –  (1)
Interest credited before DSI amortization 436  374  852  722 
DSI amortization 3  3  6  7 
Total interest credited $ 439  $ 377  $ 858  $ 729 

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.
(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.
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A portion of our investment income earned is credited to the policyholders of our deferred fixed annuities, the fixed portion of our variable annuities and our RILA contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuities, fixed portion of the variable annuities and RILA contracts and what we credit to our policyholders’ accounts. Changes in commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

Account Balances

Details underlying account balances (dollars in millions) were as follows:

As of or For the Three
Months Ended
June 30, 		As of or For the Six
Months Ended
June 30,
2025 2024 2025 2024
Separate Account Balance Information (1)
Separate account deposits $ 1,273  $ 1,021  $ 2,831  $ 1,925 
Separate account net flows (2,494) (2,375) (4,851) (4,679)
Separate account balances 120,045  116,770  120,045  116,770 
Average daily separate account balances 114,095  116,437  116,183  115,440 
Average daily S&P 500® Index (2)
 5,728  5,253  5,813  5,125 
General Account Balance Information
General account deposits $ 2,751  $ 2,802  $ 4,992  $ 4,747 
General account net flows 1,332  1,421  2,015  1,733 
General account balances (3)
 47,748  43,099  47,748  43,099 
Average general account balances (3)
 45,711  41,933  45,694  41,091 

(1) Excludes the fixed portion of variable annuities and RILA indexed account balances.
(2) We generally use the S&P 500 Index as a benchmark for the performance of our separate account balances. The account balances of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with S&P 500 Index performance.
(3) Net of reinsurance.

For more information on account balances, see Notes 9 and 10.


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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Commissions and Other Expenses
Commissions:
Deferrable $ 127  $ 101  $ 255  $ 185 
Non-deferrable 165  168  335  338 
General and administrative expenses 126  116  251  236 
Expenses associated with reserve financing
and LOC expenses 8  4  14  10 
Taxes, licenses and fees 8  10  21  23 
Total expenses incurred, excluding broker-dealer 434  399  876  792 
DAC deferrals (144) (115) (291) (213)
Total pre-broker-dealer expenses incurred,
excluding amortization 290  284  585  579 
DAC, VOBA and other amortization 115  107  231  213 
Broker-dealer expenses incurred (1)
 –  50  –  220 
Total commissions and other expenses $ 405  $ 441  $ 816  $ 1,012 
DAC Deferrals
As a percentage of sales/deposits 3.6  % 3.0  % 3.7  % 3.2  %

(1) During the second quarter of 2024, we closed the sale of our wealth management business. For more information, see Note 1 in our 2024 Form 10-K.

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, are expensed as incurred rather than deferred and amortized.

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RESULTS OF LIFE INSURANCE

Income (Loss) from Operations

Details underlying the results for Life Insurance (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Operating Revenues
Insurance premiums (1)
 $ 267  $ 293  $ 550  $ 580 
Fee income 688  677  1,386  1,349 
Net investment income 602  533  1,172  1,114 
Operating realized gain (loss)
 (1) (2) (3) (3)
Other revenues (2)
 46  10  83  12 
Total operating revenues 1,602  1,511  3,188  3,052 
Operating Expenses
Benefits
 926  948  1,920  1,876 
Interest credited 289  299  576  592 
Policyholder liability remeasurement (gain) loss 30  16  38  75 
Commissions and other expenses (2)
 323  299  652  610 
Total operating expenses 1,568  1,562  3,186  3,153 
Income (loss) from operations before taxes 34  (51) 2  (101)
Federal income tax expense (benefit) 2  (16) (14) (31)
Income (loss) from operations $ 32  $ (35) $ 16  $ (70)

(1)    Includes term insurance premiums, which have a corresponding partial offset in benefits for changes in reserves. The decrease in insurance premiums in the second quarter of 2025 was driven by the expiration of a 10-year assumed reinsurance treaty in the first quarter of 2025, which has a corresponding offset in benefits.
(2)    For information on amortization of deferred gain (loss) on business sold through reinsurance, see Note 1 in our 2024 Form 10-K.

Comparison of the Three Months Ended June 30, 2025 to 2024

Income from operations for this segment increased due primarily to the following:

•Higher net investment income, net of interest credited, driven by higher investment income on alternative investments.
•Higher fee income driven by higher deferred front-end loads (“DFEL”) amortization.
•Lower benefits driven by improved mortality for the block in aggregate due to lower claims incidence, partially offset by aging of the block.

The increase in income from operations for this segment was partially offset by higher policyholder liability remeasurement loss driven by more unfavorable actual to expected mortality experience within UL-type contracts with secondary guarantees.

Comparison of the Six Months Ended June 30, 2025 to 2024

Income from operations for this segment increased due primarily to the following:

•Higher net investment income, net of interest credited, driven by higher investment income on alternative investments.
•Higher fee income driven by higher DFEL amortization.
•Lower policyholder liability remeasurement loss driven by more favorable actual to expected mortality experience within UL-type contracts with secondary guarantees.
•Lower commissions and other expenses, net of amortization of deferred loss on business sold through reinsurance, due to expense management.

The increase in income from operations for this segment was partially offset by higher benefits driven by aging of the block, partially offset by improved mortality due to lower claims incidence.
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Additional Information

For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates and sustained high interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals and surrenders” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2024 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2024 Form 10-K.

Insurance Premiums

Insurance premiums relate to traditional products and are a function of the rates priced into the product and insurance in force. Insurance in force, in turn, is driven by sales, persistency and mortality claims.

Fee Income

Details underlying fee income, sales, net flows, account balances and in-force face amount (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Fee Income
Cost of insurance assessments $ 537  $ 528  $ 1,084  $ 1,052 
Expense assessments 353  348  695  686 
Surrender charges 11  7  21  17 
DFEL:
Deferrals (294) (277) (573) (544)
Amortization 81  71  159  138 
Total fee income $ 688  $ 677  $ 1,386  $ 1,349 

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Sales by Product
IUL/UL $ 28  $ 25  $ 52  $ 43 
MoneyGuard®
 29  34  58  58 
VUL 15  19  30  43 
Term 15  18  28  37 
Executive Benefits 34  9  50  16 
Total sales $ 121  $ 105  $ 218  $ 197 
Net Flows
Deposits $ 1,281  $ 1,229  $ 2,500  $ 2,438 
Withdrawals and deaths (648) (479) (1,298) (945)
Net flows $ 633  $ 750  $ 1,202  $ 1,493 
Policyholder Assessments $ 1,350  $ 1,377  $ 2,699  $ 2,747 
 
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As of June 30,
2025 2024
Account Balances (1)
General account $ 21,300  $ 21,381 
Separate account 25,995  22,010 
Total account balances $ 47,295  $ 43,391 
In-Force Face Amount
UL and other $ 360,617  $ 365,030 
Term insurance 707,355  719,485 
Total in-force face amount $ 1,067,972  $ 1,084,515 
 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Average General Account Balances (1)
 $ 21,277  $ 21,390  $ 21,315  $ 21,396 

(1) Net of reinsurance ceded.

Fee income relates only to interest-sensitive products and includes cost of insurance assessments, expense assessments and surrender charges. Both cost of insurance and expense assessments can have deferrals and amortization related to DFEL. Cost of insurance and expense assessments are deducted from our policyholders’ account balances. These amounts are a function of the rates priced into the product and premiums received, face amount in force and account balances.

Sales are not recorded as a component of revenues (other than for traditional products) and do not have a significant effect on current quarter income from operations but are indicators of future profitability. Generally, we have higher sales during the second half of the year with the fourth quarter being our strongest.

Sales in the table above and as discussed above were reported as follows:

•UL, IUL and VUL – first-year commissionable premiums plus 5% of excess premiums received;
•MoneyGuard® linked-benefit products – MoneyGuard (UL) and MoneyGuard Market AdvantageSM (VUL), 150% of commissionable premiums;
•Executive Benefits – insurance and corporate-owned UL and VUL, first-year commissionable premiums plus 5% of excess premium received, and single premium bank-owned UL and VUL, 15% of single premium deposits; and
•Term – 100% of annualized first-year premiums.

We monitor the business environment, including but not limited to the regulatory and interest rate environments, and make changes to our product offerings and in-force products as needed, and as permitted under the terms of the policies, to sustain the future profitability of our segment.
 
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Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses $ 457  $ 460  $ 916  $ 935 
Commercial mortgage loan prepayment and bond
make-whole premiums (1)
 –  2  1  2 
Alternative investments (2)
 94  32  164  106 
Surplus investments (3)
 51  39  91  71 
Total net investment income $ 602  $ 533  $ 1,172  $ 1,114 
Interest Credited $ 289  $ 299  $ 576  $ 592 

(1)    See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.
(2)    See “Consolidated Investments – Alternative Investments” below for additional information.
(3)    Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities.

A portion of the investment income earned for this segment is credited to policyholder accounts. Statutory reserves will typically grow at a faster rate than account balances because of reserve requirements. Investments allocated to this segment are based upon the statutory reserve liabilities and are affected by various reserve adjustments, including financing transactions providing relief from reserve requirements. These financing transactions lead to a transfer of investments from this segment to Other Operations. We expect to earn a spread between what we earn on the underlying general account investments and what we credit to our policyholders’ accounts. Investment income partially offsets the earnings effect of the associated growth of our policy reserves. Commercial mortgage loan prepayments and bond make-whole premiums and investment income on alternative investments can vary significantly from period to period due to a number of factors, and, therefore, may contribute to investment income results that are not indicative of the underlying trends.



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Benefits and Policyholder Remeasurement (Gain) Loss

Details underlying benefits and policyholder remeasurement (gain) loss (dollars in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Benefits and Policyholder Remeasurement (Gain) Loss
Death claims direct and assumed $ 1,465  $ 1,414  $ 2,949  $ 2,983 
Death claims ceded (690) (608) (1,300) (1,366)
Reserves released on death (154) (163) (344) (308)
Net death benefits 621  643  1,305  1,309 
Change in secondary guarantee life insurance product
reserves 96  96  206  194 
Change in MoneyGuard® reserves
 160  129  312  269 
Change in traditional product reserves 31  51  31  88 
Other benefits (1)
 48  45  104  91 
Total benefits and policyholder remeasurement
(gain) loss $ 956  $ 964  $ 1,958  $ 1,951 
Death claims per $1,000 of in-force 2.32  2.37  2.43  2.41 

(1)    Includes primarily long-term care claims and life surrender benefits.

Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products. In addition, benefits include the change in secondary guarantee, linked-benefit and term life insurance product reserves. These reserves are affected by changes in expected future trends of assessments and benefits causing remeasurements. Generally, we experience higher mortality in the first quarter of the year due to the seasonality of claims.

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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Commissions and Other Expenses
Commissions $ 111  $ 113  $ 210  $ 226 
General and administrative expenses 133  139  263  282 
Expenses associated with reserve financing 26  23  51  48 
Taxes, licenses and fees 31  31  70  68 
Total expenses incurred 301  306  594  624 
DAC and VOBA deferrals (128) (133) (243) (266)
Total expenses recognized before amortization 173  173  351  358 
DAC and VOBA amortization 125  125  252  250 
Amortization of deferred loss on business sold
through reinsurance (1)
 24  –  47  – 
Other intangible amortization 1  1  2  2 
Total commissions and other expenses $ 323  $ 299  $ 652  $ 610 
DAC and VOBA Deferrals
As a percentage of sales 105.8  % 126.7  % 111.5  % 135.0  %

(1)    The amortization of deferred loss on business sold through reinsurance pertains to the fourth quarter 2023 reinsurance transaction. See Note 1 in our 2024 Form 10-K for additional information.

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable. For our interest-sensitive and traditional products, DAC and value of business acquired (“VOBA”) are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances.

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RESULTS OF GROUP PROTECTION

Income (Loss) from Operations

Details underlying the results for Group Protection (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Operating Revenues
Insurance premiums $ 1,386  $ 1,298  $ 2,757  $ 2,583 
Net investment income 94  88  183  173 
Other revenues (1)
 58  55  119  111 
Total operating revenues 1,538  1,441  3,059  2,867 
Operating Expenses
Benefits 1,017  1,032  2,082  2,062 
Interest credited 1  1  –  2 
Policyholder liability remeasurement (gain) loss (104) (124) (174) (191)
Commissions and other expenses 405  367  804  728 
Total operating expenses 1,319  1,276  2,712  2,601 
Income (loss) from operations before taxes 219  165  347  266 
Federal income tax expense (benefit) 46  35  73  56 
Income (loss) from operations $ 173  $ 130  $ 274  $ 210 

(1) Consists of revenue from third parties for administrative services performed, which has a corresponding partial offset in commissions and other expenses.

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Income (Loss) from Operations by Product Line
Life $ 41  $ 10  $ 50  $ 19 
Disability 135  122  229  194 
Dental (3) (2) (5) (3)
Income (loss) from operations $ 173  $ 130  $ 274  $ 210 

Comparison of the Three and Six Months Ended June 30, 2025 to 2024

Income from operations for this segment increased due primarily to the following:

•Higher insurance premiums due to growth in business in force and persistency.
•Higher net investment income, net of interest credited, driven by growth in business in force.

The increase in income from operations was partially offset by the following:

•Higher commissions and other expenses due to incentive compensation as a result of production performance.
•Higher benefits, net of policyholder liability remeasurement gain, driven by less favorable claims experience than expected and growth in business in force, partially offset by lower incidence and claims severity in our life business and lower incidence in our disability business.

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Additional Information

For information about the effect of the loss ratio sensitivity on our income (loss) from operations, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Group Protection – Additional Information” in our 2024 Form 10-K.

For information on the effects of current interest rates on our long-term disability claim reserves, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk – Effect of Interest Rate Sensitivity” in our 2024 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary” in our 2024 Form 10-K.

Insurance Premiums

Details underlying insurance premiums (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Insurance Premiums by Product Line
Life $ 542  $ 502  $ 1,084  $ 1,001 
Disability 798  750  1,581  1,490 
Dental 46  46  92  92 
Total insurance premiums $ 1,386  $ 1,298  $ 2,757  $ 2,583 
Sales by Product Line
Life 104  81  $ 205  $ 167 
Disability 70  74  118  125 
Dental 13  6  21  14 
Total sales $ 187  $ 161  $ 344  $ 306 

Premiums are a function of the rates priced into the product and our business in force. Business in force, in turn, is driven by sales and persistency experience.

Sales relate to new policyholders and new coverages sold to existing policyholders. We believe that the trend in sales is an important indicator of development of business in force over time. Sales in the table above are the combined annualized premiums for our products. Generally, we have higher sales during the fourth quarter of the year.


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Net Investment Income

We use our investment income to offset the earnings effect of the associated build of our reserves, which are a function of our insurance premiums and the yields on our investments. Details underlying net investment income (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses $ 72  $ 69  $ 143  $ 138 
Surplus investments (1)
 22  19  40  35 
Total net investment income $ 94  $ 88  $ 183  $ 173 

(1) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

Benefits, Interest Credited and Policyholder Liability Remeasurement (Gain) Loss

Details underlying benefits, interest credited, policyholder liability remeasurement (gain) loss (in millions) and loss ratios by product line were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Benefits, Interest Credited and Policyholder
Liability Remeasurement (Gain) Loss by
Product Line
Life $ 364 $ 379 $ 772 $ 758
Disability 513 495 1,062 1,044
Dental 37 35 74 71
Total benefits, interest credited and policyholder
liability remeasurement (gain) loss $ 914 $ 909 $ 1,908 $ 1,873
Loss Ratios by Product Line
Life 67.2  % 75.6  % 71.2  % 75.8  %
Disability 64.2  % 65.9  % 67.1  % 70.0  %
Dental 80.4  % 78.9  % 79.7  % 77.7  %
Total 65.9  % 70.1  % 69.2  % 72.5  %

Generally, we experience higher mortality in the first quarter of the year and higher disability claims in the fourth quarter of the year due to the seasonality of claims. For additional information on our loss ratios, see “Additional Information” above.

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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Commissions and Other Expenses
Commissions $ 139  $ 113  $ 272  $ 222 
General and administrative expenses 227  226  449  435 
Taxes, licenses and fees 34  33  72  70 
Other 2  1  2  2 
Total expenses incurred 402  373  795  729 
DAC deferrals (35) (42) (67) (71)
Total expenses recognized before amortization 367  331  728  658 
DAC and other intangible amortization 38  36  76  70 
Total commissions and other expenses $ 405  $ 367  $ 804  $ 728 
DAC Deferrals
As a percentage of insurance premiums 2.5  % 3.2  % 2.4  % 2.7  %

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain broker commissions that vary with and are related to paid premiums are expensed as incurred rather than deferred and amortized.

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RESULTS OF RETIREMENT PLAN SERVICES

Income (Loss) from Operations

Details underlying the results for Retirement Plan Services (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Operating Revenues
Fee income $ 72  $ 72  $ 144  $ 142 
Net investment income 252  247  503  491 
Other revenues (1)
 7  8  11  16 
Total operating revenues 331  327  658  649 
Operating Expenses
Interest credited 174  168  344  335 
Commissions and other expenses 115  113  234  226 
Total operating expenses 289  281  578  561 
Income (loss) from operations before taxes 42  46  80  88 
Federal income tax expense (benefit) 5  6  9  12 
Income (loss) from operations $ 37  $ 40  $ 71  $ 76 

(1) Consists primarily of mutual fund account program revenues from mid to large employers.

Comparison of the Three Months Ended June 30, 2025 to 2024

Income from operations for this segment decreased due primarily to the following:

•Higher commissions and other expenses driven by higher trail commissions resulting from higher average daily separate account balances.
•Lower net investment income, net of interest credited, driven by an increase in crediting rates, partially offset by impacts to portfolio yields from the current interest rate environment and higher investment income on surplus investments.

Comparison of the Six Months Ended June 30, 2025 to 2024

Income from operations for this segment decreased due primarily to the following:

•Higher commissions and other expenses driven by higher trail commissions resulting from higher average daily separate account balances.
•Lower other revenues due to a plan termination during the fourth quarter of 2024.

The decrease in income from operations was partially offset by the following:

•Higher net investment income, net of interest credited, driven by impacts to portfolio yields from the current interest rate environment and higher investment income on surplus investments, partially offset by an increase in crediting rates.
•Higher fee income driven by higher average daily separate account balances.

Additional Information

Net flows in this business fluctuate based on the timing of larger plans being implemented and terminating over the course of the year.

New deposits are an important component of net flows and key to our efforts to grow our business. Although deposits do not significantly affect current period income from operations, they can significantly impact future income from operations. The other component of net flows relates to the retention of the business. An important measure of retention is the reduction in account balances caused by plan sponsor terminations and participant withdrawals. These outflows as a percentage of average account balances were 15% and 19% for the three and six months ended June 30, 2025, and 13% for the corresponding periods in 2024. The increase in the outflow rate for the six months ended June 30, 2025, was attributable primarily to a large plan termination during the first quarter of 2025.
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Our net flows are negatively affected by the continued net outflows from our oldest blocks of annuities business (as presented on our Net Flows By Market table below as “Multi-Fund® and other”), which are among our higher margin product lines in this segment, due to the fact that they are mature blocks with low distribution and servicing costs. The proportion of these products to our total account balances was 12% and 14% as of June 30, 2025 and 2024, respectively. Due to this overall shift in business mix toward products with lower returns, new deposit production continues to be necessary to maintain earnings at current levels.

Our fixed annuity business includes products with discretionary and index-based crediting rates that are reset on either a quarterly or semi-annual basis. Our ability to retain quarterly or semi-annual reset annuities will be subject to current competitive conditions at the time crediting rates for these products reset. We expect to manage the effects of spreads on near-term income from operations through portfolio management and, to a lesser extent, crediting rate actions, which assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and interest rate risk, see “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease, impacting our profitability, and make it more challenging to meet certain statutory requirements,” “Part I – Item 1A. Risk Factors – Market Conditions – Increases in interest rates and sustained high interest rates may negatively affect our profitability, capital position and the value of our investment portfolio and may also result in increased contract withdrawals and surrenders” and “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” in our 2024 Form 10-K. For information on the interest rate environment, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Industry Trends – Interest Rate Environment” in our 2024 Form 10-K.

Fee Income

Details underlying fee income (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Fee Income
Annuity expense assessments $ 52  $ 53  $ 105  $ 104 
Mutual fund fees 19  18  38  37 
Total expense assessments 71  71  143  141 
Surrender charges 1  1  1  1 
Total fee income $ 72  $ 72  $ 144  $ 142 

Our fee income is primarily composed of expense assessments that we charge to cover insurance and administrative expenses, and mutual fund fees earned for services we provide to our mutual fund programs. Fee income is primarily based on average account balances, both general and separate, which are driven by net flows and the equity markets. Fee income is also driven by non-account balance-related items such as participant counts. We may collect surrender charges when our policyholders surrender their contracts during the surrender charge period to protect us from premature withdrawals.
 
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Net Investment Income and Interest Credited

Details underlying net investment income and interest credited (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Fixed maturity AFS securities, mortgage loans on real estate
and other, net of investment expenses $ 232  $ 228  $ 463  $ 454 
Commercial mortgage loan prepayment and
bond make-whole premiums (1)
 –  –  1  1 
Surplus investments (2)
 20  19  39  36 
Total net investment income $ 252  $ 247  $ 503  $ 491 
Interest Credited $ 174  $ 168  $ 344  $ 335 

(1) See “Consolidated Investments – Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.
(2) Represents net investment income on the required statutory surplus for this segment and includes the effect of investment income on alternative investments for such assets that are held in the portfolios supporting statutory surplus versus the portfolios supporting product liabilities. See “Consolidated Investments – Alternative Investments” below for more information on alternative investments.

A portion of our investment income earned is credited to the policyholders of our fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our policyholders’ accounts. Commercial mortgage loan prepayments and bond make-whole premiums, investment income on alternative investments and surplus investment income can vary significantly from period to period due to a number of factors and, therefore, may contribute to investment income results that are not indicative of the underlying trends.

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Account Balances

Details underlying account balances (dollars in millions) were as follows:

As of or For the Three
Months Ended June 30,		 As of or For the Six
Months Ended June 30,
2025 2024 2025 2024
Separate Account Balance Information (1)
Separate account deposits $ 531  $ 504  $ 1,148  $ 1,055 
Separate account net flows (371) (270) (641) (447)
Separate account balances 22,173  20,946  22,173  20,946 
Average daily separate account balances 20,938  20,797  21,255  20,391 
Average daily S&P 500® Index (2)
 5,728  5,253  5,813  5,125 
General Account Balance Information
General account deposits $ 1,109  $ 846  $ 1,921  $ 1,636 
General account net flows 6  (226) (512) (639)
General account balances 23,700  23,598  23,700  23,598 
Average general account balances 23,552  23,550  23,562  23,605 
Mutual Fund Account Balance Information
Mutual fund deposits $ 1,954  $ 1,932  $ 4,640  $ 4,393 
Mutual fund net flows (220) 299  (1,615) 1,280 
Mutual fund account balances (3)
 70,510  63,328  70,510  63,328 

(1) Excludes the fixed portion of variable annuities.
(2) We generally use the S&P 500 Index as a benchmark for the performance of our separate account balances. The account balances of our variable annuity contracts are invested by our policyholders in a variety of investment options including, but not limited to, domestic and international equity securities and fixed income, which do not necessarily align with S&P 500 Index performance.
(3) Mutual funds are not included in the separate accounts reported on the Consolidated Balance Sheets as we do not have any ownership interest in them.

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Flows By Market
Small market $ 28  $ 43  $ (51) $ 11 
Mid – large market (200) 206  (1,933) 1,053 
Multi-Fund® and other
 (413) (446) (784) (870)
Total net flows $ (585) $ (197) $ (2,768) $ 194 

For more information on account balances, see Notes 9 and 10.



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Commissions and Other Expenses

Details underlying commissions and other expenses (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Commissions and Other Expenses
Commissions:
Deferrable $ 1 $ 1 $ 3 $ 2
Non-deferrable 27 25 52 47
General and administrative expenses 83 83 168 168
Taxes, licenses and fees 4 4 11 10
Total expenses incurred 115 113 234 227
DAC deferrals (5) (5) (9) (10)
Total expenses recognized before amortization 110 108 225 217
DAC amortization 5 5 9 9
Total commissions and other expenses $ 115 $ 113 $ 234 $ 226
DAC Deferrals
As a percentage of annuity sales/deposits 0.3% 0.4% 0.3% 0.4%

Commissions and other expenses that result directly from and are essential to the successful acquisition of new or renewal business are deferred to the extent recoverable and are amortized on a constant level basis over the expected term of the related contracts using the groupings and actuarial assumptions consistent with those used for calculating the related policyholder liability balances. Certain types of commissions, such as trail commissions that are based on account balances, are expensed as incurred rather than deferred and amortized. Distribution expenses associated with the sale of mutual fund products are expensed as incurred.
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RESULTS OF OTHER OPERATIONS

Income (Loss) from Operations

Details underlying the results for Other Operations (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025
2024 (1)
 2025
2024 (1)
Operating Revenues
Insurance premiums (2)
 $ –  $ 1  $ 1  $ 3 
Net investment income (3)
 25  27  67  43 
Other revenues (4)
 16  11  26  20 
Total operating revenues 41  39  94  66 
Operating Expenses
Benefits 6  4  10  11 
Interest credited 13  8  27  17 
Policyholder liability remeasurement (gain) loss 1  1  1  – 
Other expenses 56  62  123  113 
Interest and debt expense 81  86  161  167 
Total operating expenses 157  161  322  308 
Income (loss) from operations before taxes (116) (122) (228) (242)
Federal income tax expense (benefit) (25) (25) (42) (50)
Income (loss) from operations $ (91) $ (97) $ (186) $ (192)

(1)    The prior period presentation was recast to conform to the revised definition of income (loss) from operations. See Note 16 for additional information.
(2)    Includes our disability income business, which has a corresponding offset in benefits for changes in reserves.
(3)    Includes our institutional pension business, which has a corresponding offset in premiums and benefits for changes in reserves, and funding agreements, which has a partial offset in interest credited. For information on funding agreements, see Note 10.
(4)    Includes certain third-party advisory fees, which has a partial offset in other expenses.

Comparison of the Three Months Ended June 30, 2025 to 2024

Loss from operations for Other Operations decreased due primarily to the following:

•Lower other expenses associated with strategic initiatives.
•Higher other revenues due to the effect of market fluctuations on assets held as part of certain compensation plans.
•Lower interest and debt expense driven by a decline in average outstanding debt and interest rates.

The decrease in loss from operations was partially offset by lower net investment income, net of interest credited, related to lower allocated investments driven by a decrease in excess capital retained by Other Operations.

Comparison of the Six Months Ended June 30, 2025 to 2024

Loss from operations for Other Operations decreased due primarily to the following:

•Higher net investment income, net of interest credited, related to higher allocated investments driven by an increase in excess capital retained by Other Operations.
•Lower interest and debt expense driven by a decline in average outstanding debt and interest rates.
•Higher other revenues due to the effect of market fluctuations on assets held as part of certain compensation plans.


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Net Investment Income and Interest Credited

We utilize an internal formula to determine the amount of capital that is allocated to our business segments. Investment income on capital in excess of the calculated amounts is reported in Other Operations. If our business segments require increases in statutory reserves, surplus or investments, the amount of excess capital that is retained by Other Operations would decrease and net investment income would be negatively affected.

Write-downs for impairments decrease the recorded value of investments owned by the business segments. These write-downs are not included in the income from operations of our business segments. When impairment occurs, assets are transferred to the business segments’ portfolios and will reduce the future net investment income for Other Operations. Statutory reserve adjustments for our business segments can also cause allocations of investments between the business segments and Other Operations.

The majority of our interest credited relates to our reinsurance operations sold to Swiss Re Life & Health America, Inc. (“Swiss Re”) in 2001. A substantial amount of the business was sold through indemnity reinsurance transactions, which is still recorded in the consolidated financial statements. The interest credited corresponds to investment income earnings on the assets we continue to hold for this business. There is no effect to income or loss in Other Operations or on a consolidated basis for these amounts because interest earned on the blocks that continue to be reinsured is passed through to Swiss Re in the form of interest credited.

Benefits

Benefits are recognized when incurred for institutional pension products and disability income business.

Other Expenses

Details underlying other expenses (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025
2024 (1)
 2025
2024 (1)
General and administrative expenses:
Legal $ 2  $ 1  $ 2  $ 2 
Branding 13  11  21  23 
Other (2)
 42  52  102  95 
Total general and administrative expenses 57  64  125  120 
DAC and VOBA deferrals
 (2) –  (4) – 
Other (3)
 1  (2) 2  (7)
Total other expenses $ 56  $ 62  $ 123  $ 113 

(1)    The prior period presentation was recast to conform to the revised definition of income (loss) from operations. See Note 16 for additional information.
(2)    Includes expenses that are corporate in nature and not allocated to our business segments.
(3)    Consists primarily of reimbursements to Other Operations from the Life Insurance segment for the use of proceeds from certain issuances of senior notes that were used as long-term structured solutions, net of expenses incurred by Other Operations for its access to a financing facility and issuance of letters of credit (“LOCs”) and taxes, licenses and fees.

Interest and Debt Expense

Our current level of interest expense may not be indicative of the future due to, among other things, the timing of the use of cash and the future cost of capital. For additional information on our financing activities, see “Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Debt” below.







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CONSOLIDATED INVESTMENTS

Details underlying consolidated investment balances (in millions) were as follows:

Percentage of
Total Investments
As of
June 30, 		As of
 December 31,		 As of
June 30, 		As of
 December 31,
2025 2024 2025 2024
Investments
Fixed maturity AFS securities $ 89,386  $ 87,111  68.1  % 67.4  %
Trading securities 1,909  2,025  1.5  % 1.6  %
Equity securities 341  294  0.3  % 0.2  %
Mortgage loans on real estate 21,996  21,083  16.8  % 16.3  %
Policy loans 2,552  2,476  1.9  % 1.9  %
Derivative investments 8,349  9,677  6.4  % 7.5  %
Alternative investments 4,065  3,836  3.1  % 3.0  %
Other investments 2,546  2,752  1.9  % 2.1  %
Total investments $ 131,144  $ 129,254  100.0  % 100.0  %

Investment Objective

Investments are an integral part of our operations. We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities. This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives. This approach is important to our asset-liability management because decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. For a discussion of our risk management process, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Investment Portfolio Composition and Diversification

Fundamental to our investment policy is diversification across asset classes. Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate (either wholly owned or in joint ventures) and other long-term investments. We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported.

We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products.




















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Fixed Maturity and Equity Securities Portfolios

Fixed maturity securities consist of portfolios classified as AFS and trading. Details underlying our fixed maturity AFS securities by industry classification (in millions) are presented in the tables below. These tables agree in total with the presentation of fixed maturity AFS securities in Note 3; however, the categories below represent a more detailed breakout of the fixed maturity AFS portfolio. Therefore, the investment classifications listed below do not agree to the investment categories provided in Note 3.

As of June 30, 2025
Net %
Amortized Gross Unrealized Fair Fair
Cost (1)
 Gains Losses Value Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services $ 14,161  $ 125  $ 1,183  $ 13,103  14.6  %
Basic industry 3,420  45  366  3,099  3.5  %
Capital goods 6,222  68  675  5,615  6.3  %
Communications 3,161  55  397  2,819  3.1  %
Consumer cyclical 5,819  49  529  5,339  6.0  %
Consumer non-cyclical 14,855  135  2,195  12,795  14.4  %
Energy 2,978  32  310  2,700  3.0  %
Technology 4,808  25  546  4,287  4.8  %
Transportation 3,542  34  346  3,230  3.6  %
Industrial other 2,536  14  442  2,108  2.3  %
Utilities 12,688  104  1,633  11,159  12.5  %
Government-related entities 1,325  20  227  1,118  1.3  %
Collateralized mortgage and other obligations (“CMOs”):
Agency backed 1,181  3  137  1,047  1.2  %
Non-agency backed 384  25  4  405  0.4  %
Mortgage pass through securities (“MPTS”):
Agency backed 647  2  38  611  0.7  %
Commercial mortgage-backed securities (“CMBS”):
Non-agency backed 2,080  10  118  1,972  2.2  %
Asset-backed securities (“ABS”):
Collateralized loan obligations (“CLOs”) 8,277  17  192  8,102  9.1  %
Other (2)
 6,572  99  115  6,556  7.3  %
Municipals:
Taxable 2,629  17  422  2,224  2.5  %
Tax-exempt 34  –  4  30  0.0  %
Government:
United States 591  6  34  563  0.6  %
Foreign 281  13  55  239  0.3  %
Hybrid and redeemable preferred securities 253  23  11  265  0.3  %
Total fixed maturity AFS securities 98,444  921  9,979  89,386  100.0  %
Trading Securities (3)
 2,013  41  145  1,909 
Equity Securities 345  9  13  341 
Total fixed maturity AFS, trading and equity securities $ 100,802  $ 971  $ 10,137  $ 91,636 
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As of December 31, 2024
Net %
Amortized Gross Unrealized Fair Fair
Cost (1)
 Gains Losses Value Value
Fixed Maturity AFS Securities
Industry corporate bonds:
Financial services $ 14,276  $ 97  $ 1,396  $ 12,977  14.9  %
Basic industry 3,395  40  381  3,054  3.5  %
Capital goods 6,223  51  745  5,529  6.4  %
Communications 3,242  49  437  2,854  3.3  %
Consumer cyclical 5,899  38  593  5,344  6.1  %
Consumer non-cyclical 15,042  115  2,356  12,801  14.7  %
Energy 3,000  27  341  2,686  3.1  %
Technology 4,708  19  620  4,107  4.7  %
Transportation 3,451  28  370  3,109  3.6  %
Industrial other 2,450  7  445  2,012  2.3  %
Utilities 12,494  76  1,750  10,820  12.4  %
Government-related entities 1,362  16  221  1,157  1.3  %
CMOs:
Agency backed 1,202  3  168  1,037  1.2  %
Non-agency backed 328  21  4  345  0.4  %
MPTS:
Agency backed 529  –  48  481  0.6  %
CMBS:
Non-agency backed 1,817  4  156  1,665  1.9  %
ABS:
CLOs 8,307  21  277  8,051  9.2  %
Other (2)
 5,895  78  144  5,829  6.6  %
Municipals:
Taxable 2,765  18  443  2,340  2.7  %
Tax-exempt 33  –  2  31  0.0  %
Government:
United States 429  3  41  391  0.5  %
Foreign 282  11  56  237  0.3  %
Hybrid and redeemable preferred securities 240  25  11  254  0.3  %
Total fixed maturity AFS securities 97,369  747  11,005  87,111  100.0  %
Trading Securities (3)
 2,168  35  178  2,025 
Equity Securities 310  6  22  294 
Total fixed maturity AFS, trading and equity securities $ 99,847  $ 788  $ 11,205  $ 89,430 

(1) Represents amortized cost, net of the allowance for credit losses.
(2) Includes securities collateralized by consumer loans, equipment loans and other asset types.
(3) Certain of our trading securities support our reinsurance funds withheld and modified coinsurance agreements and the investment results are passed directly to the reinsurers. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Fixed Maturity and Equity Securities Portfolios – Trading Securities” in our 2024 Form 10-K for more information.
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Fixed Maturity AFS Securities

In accordance with the fixed maturity AFS accounting guidance, we reflect stockholders’ equity as if unrealized gains and losses were actually recognized and consider all related accounting adjustments that would occur upon such a hypothetical recognition of unrealized gains and losses. Such related balance sheet effects include adjustments to future contract benefits, policyholder account balances and deferred income taxes. Adjustments to each of these balances are charged or credited to accumulated other comprehensive income (loss) (“AOCI”). For instance, deferred income tax balances are adjusted because unrealized gains or losses do not affect actual taxes currently paid.

The quality of our fixed maturity AFS securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity AFS securities invested in various ratings categories, relative to the entire fixed maturity AFS security portfolio (in millions) was as follows:

As of June 30, 2025 As of December 31, 2024
Rating Agency Net Net
NAIC Equivalent Amortized Fair % of Amortized Fair % of
Designation (1)
Designation (1)
 Cost Value Total Cost Value Total
Investment Grade Securities
1 AAA / AA / A $ 59,760  $ 53,797  60.2  % $ 58,103  $ 51,596  59.2  %
2 BBB 35,560  32,556  36.4  % 36,224  32,583  37.4  %
Total investment grade securities 95,320  86,353  96.6  % 94,327  84,179  96.6  %
Below Investment Grade Securities
3 BB 979  916  1.0  % 960  910  1.0  %
4 B 1,952  1,935  2.2  % 1,857  1,826  2.1  %
5 CCC and lower 119  114  0.1  % 138  124  0.2  %
6 In or near default 74  68  0.1  % 87  72  0.1  %
Total below investment grade securities 3,124  3,033  3.4  % 3,042  2,932  3.4  %
Total fixed maturity AFS securities $ 98,444  $ 89,386  100.0  % $ 97,369  $ 87,111  100.0  %

Total securities below investment
grade as a percentage of total
fixed maturity AFS securities 3.2  % 3.4  % 3.1  % 3.4  %

(1) Based upon the rating designations determined and provided by the National Association of Insurance Commissioners (“NAIC”) or the major credit rating agencies (Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”)). For securities where the ratings assigned by the major credit rating agencies are not equivalent, the second lowest rating assigned is used. For those securities where ratings by the major credit rating agencies are not available, which does not represent a significant amount of our total fixed maturity AFS securities, we base the ratings disclosed upon internal ratings. The average credit quality was A- as of June 30, 2025.

Comparisons between the NAIC designations and rating agency designations are published by the NAIC. The NAIC assigns securities quality designations and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC designations are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC designations 1 and 2 include bonds generally considered investment grade (rated Baa3 or higher by Moody’s, or rated BBB- or higher by S&P and Fitch) by such ratings organizations. However, securities designated NAIC 1 and 2 could be deemed below investment grade by the rating agencies as a result of the current risk-based capital (“RBC”) rules for residential mortgage-backed securities (“RMBS”) and CMBS for statutory reporting. NAIC designations 3 through 6 include bonds generally considered below investment grade (rated Ba1 or lower by Moody’s, or rated BB+ or lower by S&P and Fitch).

As of June 30, 2025, and December 31, 2024, 97% of the total fixed maturity AFS securities in an unrealized loss position were investment grade. Our gross unrealized losses recognized in OCI on fixed maturity AFS securities as of June 30, 2025, decreased by $1.0 billion since December 31, 2024. For the six months ended June 30, 2025, we recognized $149 million of gross losses, on fixed maturity AFS securities, which were primarily related to sales that support our reinsurance funds withheld agreements where the investment results are passed directly to the reinsurers. For the six months ended June 30, 2024, we recognized $167 million of gross losses on fixed maturity AFS securities, which were primarily related to portfolio rebalancing and sales that support our reinsurance funds withheld agreements where the investment results are passed directly to the reinsurers.
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We regularly review our fixed maturity AFS securities for declines in fair value that we determine to be impairment-related, including those attributable to credit risk factors that may require a credit allowance. We do not believe the unrealized loss position as of June 30, 2025, required an impairment recognized in earnings as: (i) we did not intend to sell these fixed maturity AFS securities; (ii) it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis; and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. This conclusion is consistent with our asset-liability management process. Management considered the following as part of the evaluation:

•The current economic environment and market conditions;
•Our business strategy and current business plans;
•The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk;
•Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies;
•The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of annuity contracts and life insurance policies;
•The capital risk limits approved by management; and
•Our current financial condition and liquidity demands.

We recognized $(19) million and $(47) million of credit loss benefit (expense) on our fixed maturity AFS securities for the three and six months ended June 30, 2025, respectively, and $(23) million and $(25) million, respectively, for the corresponding periods in 2024. In order to determine the amount of credit loss, we calculated the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover. To determine the recoverability, we considered the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

•Historical and implied volatility of the security;
•The extent to which the fair value has been less than amortized cost;
•Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;
•Failure, if any, of the issuer of the security to make scheduled payments; and
•Recoveries or additional declines in fair value subsequent to the balance sheet date.

For information on credit loss impairment on fixed maturity AFS securities, see Notes 3 and 16 herein and Note 1 in our 2024 Form 10-K.

As reported on the Consolidated Balance Sheets, we had $138.3 billion of investments and cash and invested cash, which exceeded the liabilities for our future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers and amounts on deposit with reinsurers, which totaled $113.8 billion as of June 30, 2025. If it were necessary to liquidate fixed maturity AFS securities prior to maturity or call to meet cash flow needs, we would first look to those fixed maturity AFS securities that are in an unrealized gain position, which had a fair value of $27.3 billion as of June 30, 2025, rather than selling fixed maturity AFS securities in an unrealized loss position. The amount of cash that we have on hand at any point in time takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments and the ongoing cash flows from new and existing business. For additional information, see “Liquidity and Capital Resources” below.

As of June 30, 2025, and December 31, 2024, the estimated fair value for all private placement securities was $22.0 billion and $20.9 billion, respectively, representing 17% and 16% of total investments, respectively.

Mortgage-Backed Securities (Included in Fixed Maturity AFS and Trading Securities)

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Consolidated Investments – Mortgage-Backed Securities” in our 2024 Form 10-K for a discussion of our mortgage-backed securities.









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The market value of fixed maturity AFS and trading securities backed by subprime loans was $178 million and represented less than 1% of our total investment portfolio as of June 30, 2025. Fixed maturity AFS securities represented $171 million, or 96%, and trading securities represented $7 million, or 4%, of the subprime exposure as of June 30, 2025. The table below summarizes our investments in fixed maturity AFS securities backed by pools of residential mortgages (in millions) as of June 30, 2025:

Agency Non-Agency Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
RMBS $ 1,828  $ 1,658  $ 384  $ 405  $ 2,212  $ 2,063 
ABS home equity –  –  155  189  155  189 
Total by type (1)(2)
 $ 1,828  $ 1,658  $ 539  $ 594  $ 2,367  $ 2,252 
NAIC Designation
1 $ 1,828  $ 1,658  $ 445  $ 495  $ 2,273  $ 2,153 
2 –  –  74  73  74  73 
3 –  –  9  8  9  8 
4 –  –  9  16  9  16 
5 –  –  2  2  2  2 
6 –  –  –  –  –  – 
Total by NAIC designation (1)(2)(3)
 $ 1,828  $ 1,658  $ 539  $ 594  $ 2,367  $ 2,252 
Total fixed maturity AFS securities backed by pools of
residential mortgages as a percentage of total fixed maturity AFS securities 2.4  % 2.5  %
Total non-agency backed as a percentage of total fixed maturity AFS securities 0.6  % 0.7  %

(1) Does not include the amortized cost of trading securities totaling $61 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $61 million in trading securities consisted of $14 million agency and $47 million non-agency.
(2) Does not include the fair value of trading securities totaling $53 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $53 million in trading securities consisted of $13 million agency and $40 million non-agency.
(3) Based upon the rating designations determined and provided by the NAIC.

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The market value of fixed maturity AFS and trading securities backed by subprime loans was $179 million and represented less than 1% of our total investment portfolio as of December 31, 2024. Fixed maturity AFS securities represented $172 million, or 96%, and trading securities represented $7 million, or 4%, of the subprime exposure as of December 31, 2024. The table below summarizes our investments in fixed maturity AFS securities backed by pools of residential mortgages (in millions) as of December 31, 2024:

Agency Non-Agency Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
RMBS $ 1,731  $ 1,518  $ 328  $ 345  $ 2,059  $ 1,863 
ABS home equity –  –  159  189  159  189 
Total by type (1)(2)
 $ 1,731  $ 1,518  $ 487  $ 534  $ 2,218  $ 2,052 
NAIC Designation
1 $ 1,731  $ 1,518  $ 460  $ 502  $ 2,191  $ 2,020 
2 –  –  6  6  6  6 
3 –  –  10  9  10  9 
4 –  –  9  15  9  15 
5 –  –  2  2  2  2 
6 –  –  –  –  –  – 
Total by NAIC designation (1)(2)(3)
 $ 1,731  $ 1,518  $ 487  $ 534  $ 2,218  $ 2,052 
Total fixed maturity AFS securities backed by pools of
residential mortgages as a percentage of total fixed maturity AFS securities 2.3  % 2.4  %
Total non-agency backed as a percentage of total fixed maturity AFS securities 0.5  % 0.6  %

(1) Does not include the amortized cost of trading securities totaling $64 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $64 million in trading securities consisted of $15 million agency and $49 million non-agency.
(2) Does not include the fair value of trading securities totaling $54 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $54 million in trading securities consisted of $14 million agency and $40 million non-agency.
(3) Based upon the rating designations determined and provided by the NAIC.

None of these investments as of June 30, 2025, and December 31, 2024, included any direct investments in subprime lenders or mortgages. We are not aware of material exposure to subprime loans in our alternative investment portfolio as of June 30, 2025, and December 31, 2024.
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The following summarizes our investments in fixed maturity AFS securities backed by pools of commercial mortgages (in millions) as of June 30, 2025:

Multiple Property Single Property Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
CMBS (1)(2)
 $ 1,945  $ 1,841  $ 135  $ 131  $ 2,080  $ 1,972 
NAIC Designation
1 $ 1,910  $ 1,808  $ 135  $ 131  $ 2,045  $ 1,939 
2 35  33  –  –  35  33 
3 –  –  –  –  –  – 
4 –  –  –  –  –  – 
5 –  –  –  –  –  – 
6 –  –  — –  –  — –  – 
Total by NAIC designation (1)(2)(3)
 $ 1,945  $ 1,841  $ 135  $ 131  $ 2,080  $ 1,972 
Total fixed maturity AFS securities backed by pools of
commercial mortgages as a percentage of total fixed maturity AFS securities 2.1  % 2.2  %

(1) Does not include the amortized cost of trading securities totaling $130 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $130 million in trading securities consisted of $81 million of multiple property CMBS and $49 million of single property CMBS.
(2) Does not include the fair value of trading securities totaling $115 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $115 million in trading securities consisted of $75 million of multiple property CMBS and $40 million of single property CMBS.
(3) Based upon the rating designations determined and provided by the NAIC.

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The following summarizes our investments in fixed maturity AFS securities backed by pools of commercial mortgages (in millions) as of December 31, 2024:

Multiple Property Single Property Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
CMBS (1)(2)
 $ 1,672  $ 1,526  $ 145  $ 139  $ 1,817  $ 1,665 
NAIC Designation
1 $ 1,667  $ 1,522  $ 145  $ 139  $ 1,812  $ 1,661 
2 5  4  –  –  5  4 
3 –  –  –  –  –  – 
4 –  –  –  –  –  – 
5 –  –  –  –  –  – 
6 –  –  –  –  –  – 
Total by NAIC designation (1)(2)(3)
 $ 1,672  $ 1,526  $ 145  $ 139  $ 1,817  $ 1,665 

Total fixed maturity AFS securities backed by pools of
commercial mortgages as a percentage of total fixed maturity AFS securities 1.9  % 1.9  %

(1) Does not include the amortized cost of trading securities totaling $126 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $126 million in trading securities consisted of $77 million of multiple property CMBS and $49 million of single property CMBS.
(2) Does not include the fair value of trading securities totaling $109 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $109 million in trading securities consisted of $68 million of multiple property CMBS and $41 million of single property CMBS.
(3) Based upon the rating designations determined and provided by the NAIC.

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The following summarizes our investments in ABS within fixed maturity AFS securities (in millions) as of June 30, 2025:

CLOs Other Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
ABS (1)(2)
 $ 8,277  $ 8,102  $ 6,572  $ 6,556  $ 14,849  $ 14,658 
NAIC Designation
1 $ 7,937  $ 7,761  $ 5,017  $ 5,017  $ 12,954  $ 12,778 
2 340  341  1,480  1,462  1,820  1,803 
3 –  –  –  –  –  – 
4 –  –  6  14  6  14 
5 –  –  –  –  –  – 
6 –  –  – 69  63  – 69  63 
Total by NAIC designation (1)(2)(3)
 $ 8,277  $ 8,102  $ 6,572  $ 6,556  $ 14,849  $ 14,658 

(1) Does not include the amortized cost of trading securities totaling $412 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $412 million in trading securities consisted of $287 million of CLOs and $125 million of Other ABS.
(2) Does not include the fair value of trading securities totaling $406 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $406 million in trading securities consisted of $286 million of CLOs and $120 million of Other ABS.
(3) Based upon the rating designations determined and provided by the NAIC.

The following summarizes our investments in ABS within fixed maturity AFS securities (in millions) as of December 31, 2024:

CLOs Other Total
Net Amortized Cost Fair Value Net Amortized Cost Fair Value Net Amortized Cost Fair Value
Type
ABS (1)(2)
 $ 8,307  $ 8,051  $ 5,895  $ 5,829  $ 14,202  $ 13,880 
NAIC Designation
1 $ 8,106  $ 7,848  $ 4,453  $ 4,425  $ 12,559  $ 12,273 
2 201  203  1,354  1,325  1,555  1,528 
3 –  –  –  –  –  – 
4 –  –  6  13  6  13 
5 –  –  –  –  –  – 
6 –  –  – 82  66  – 82  66 
Total by NAIC designation (1)(2)(3)
 $ 8,307  $ 8,051  $ 5,895  $ 5,829  $ 14,202  $ 13,880 

(1) Does not include the amortized cost of trading securities totaling $378 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $378 million in trading securities consisted of $240 million of CLOs and $138 million of Other ABS.
(2) Does not include the fair value of trading securities totaling $369 million that primarily support our reinsurance funds withheld and modified coinsurance agreements because investment results for these agreements are passed directly to the reinsurers. The $369 million in trading securities consisted of $240 million of CLOs and $129 million of Other ABS.
(3) Based upon the rating designations determined and provided by the NAIC.




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Composition by Industry Categories of our Unrealized Losses on Fixed Maturity AFS Securities

When considering unrealized gain and loss information, it is important to recognize that the information relates to the position of securities at a particular point in time and may not be indicative of the position of our investment portfolios subsequent to the balance sheet date. Further, because the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at management’s discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios. These are important considerations that should be included in any evaluation of the potential effect of securities in an unrealized loss position on our future earnings. The composition by industry categories of all fixed maturity AFS securities in an unrealized loss position (in millions) as of June 30, 2025, was as follows:

Net Amortized Cost %
 Net Amortized Cost		 Gross Unrealized Losses %
Gross Unrealized Losses		 Fair Value %
Fair Value
Healthcare $ 5,762  8.0  % $ 1,232  12.3  % $ 4,530  7.3  %
Electric 6,863  9.5  % 1,112  11.1  % 5,751  9.3  %
Technology 3,701  5.1  % 546  5.5  % 3,155  5.1  %
Food and beverage 3,539  4.9  % 518  5.2  % 3,021  4.9  %
Industrial – other 2,031  2.8  % 450  4.5  % 1,581  2.5  %
Local authorities 2,175  3.0  % 433  4.3  % 1,742  2.8  %
Banking 4,187  5.8  % 317  3.2  % 3,870  6.2  %
Pharmaceuticals 2,089  2.9  % 297  3.0  % 1,792  2.9  %
ABS 6,505  9.0  % 294  2.9  % 6,211  10.0  %
Diversified manufacturing 2,066  2.9  % 293  2.9  % 1,773  2.9  %
Natural gas 1,531  2.1  % 269  2.7  % 1,262  2.0  %
Chemicals 1,789  2.5  % 244  2.4  % 1,545  2.5  %
Retail 1,518  2.1  % 243  2.4  % 1,275  2.1  %
Brokerage asset management 1,549  2.1  % 208  2.1  % 1,341  2.2  %
Property and casualty 1,273  1.8  % 199  2.0  % 1,074  1.7  %
Transportation services 1,804  2.5  % 196  2.0  % 1,608  2.6  %
Life insurance 1,231  1.7  % 193  1.9  % 1,038  1.7  %
Aerospace and defense 1,264  1.8  % 190  1.9  % 1,074  1.7  %
Utility – other 1,102  1.5  % 178  1.8  % 924  1.5  %
Government-sponsored 469  0.7  % 157  1.6  % 312  0.5  %
Midstream 1,261  1.7  % 151  1.5  % 1,110  1.8  %
Wirelines 820  1.1  % 149  1.5  % 671  1.1  %
Railroads 827  1.1  % 147  1.5  % 680  1.1  %
Consumer products 805  1.1  % 120  1.2  % 685  1.1  %
Non-agency CMBS 1,450  2.0  % 117  1.2  % 1,333  2.1  %
Integrated 648  0.9  % 116  1.2  % 532  0.9  %
Wireless 668  0.9  % 111  1.1  % 557  0.9  %
Automotive 1,169  1.6  % 101  1.0  % 1,068  1.7  %
Industries with unrealized losses
less than $100 million 11,987  16.9  % 1,398  14.1  % 10,589  16.9  %
Total by industry $ 72,083  100.0  % $ 9,979  100.0  % $ 62,104  100.0  %
Total by industry as a percentage of
total fixed maturity AFS securities 73.2  % 100.0  % 69.5  %

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The composition by industry categories of all fixed maturity AFS securities in an unrealized loss position (in millions) as of December 31, 2024, was as follows:

Net Amortized Cost %
 Net Amortized Cost		 Gross Unrealized Losses %
Gross Unrealized Losses		 Fair Value %
Fair Value
Healthcare $ 5,802 7.5  % $ 1,255 11.3  % $ 4,547 6.8  %
Electric 7,301 9.4  % 1,187 10.8  % 6,114 9.2  %
Technology 3,988 5.1  % 621 5.6  % 3,367 5.1  %
Food and beverage 3,603 4.6  % 556 5.1  % 3,047 4.6  %
Industrial – other 2,086 2.7  % 451 4.1  % 1,635 2.5  %
Local authorities 2,306 3.0  % 451 4.1  % 1,855 2.8  %
Banking 5,015 6.5  % 419 3.8  % 4,596 6.9  %
ABS 6,807 8.8  % 406 3.7  % 6,401 9.6  %
Pharmaceuticals 2,267 2.9  % 335 3.0  % 1,932 2.9  %
Diversified manufacturing 2,262 2.9  % 323 2.9  % 1,939 2.9  %
Natural gas 1,634 2.1  % 285 2.6  % 1,349 2.0  %
Retail 1,565 2.0  % 261 2.4  % 1,304 2.1  %
Chemicals 1,893 2.4  % 248 2.3  % 1,645 2.5  %
Brokerage asset management 1,658 2.1  % 239 2.2  % 1,419 2.1  %
Property and casualty 1,376 1.8  % 216 2.0  % 1,160 1.6  %
Transportation services 1,922 2.5  % 215 2.0  % 1,707 2.6  %
Life insurance 1,274 1.7  % 213 1.9  % 1,061 1.6  %
Aerospace and defense 1,357 1.8  % 212 1.9  % 1,145 1.7  %
Utility – other 1,164 1.5  % 192 1.7  % 972 1.5  %
Consumer products 1,071 1.4  % 173 1.6  % 898 1.4  %
Midstream 1,383 1.8  % 163 1.5  % 1,220 1.8  %
Non-agency CMBS 1,503 1.9  % 155 1.4  % 1,348 2.0  %
Wirelines 857 1.1  % 154 1.4  % 703 1.1  %
Railroads 846 1.1  % 149 1.4  % 697 1.0  %
Government-sponsored 459 0.6  % 144 1.3  % 315 0.5  %
Integrated 682 0.9  % 125 1.1  % 557 0.8  %
Automotive 1,463 1.9  % 123 1.1  % 1,340 2.0  %
Wireless 712 0.9  % 120 1.1  % 592 0.9  %
Industries with unrealized losses
less than $100 million 13,260 17.1  % 1,614 14.7  % 11,646 17.5  %
Total by industry $ 77,516 100.0  % $ 11,005 100.0  % $ 66,511 100.0  %
Total by industry as a percentage of
total fixed maturity AFS securities 79.6  % 100.0  % 76.4  %


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Mortgage Loans on Real Estate

The following tables summarize key information on mortgage loans on real estate (in millions):

As of June 30, 2025
Commercial Residential Total %
Credit Quality Indicator
Current $ 17,624  $ 4,377  $ 22,001  99.3  %
Delinquent (1)
 39  37  76  0.3  %
Foreclosure
 –  81  81  0.4  %
Total mortgage loans on real estate before allowance 17,663  4,495  22,158  100.0  %
Allowance for credit losses (97) (65) (162)
Total mortgage loans on real estate $ 17,566  $ 4,430  $ 21,996 

As of December 31, 2024
Commercial Residential Total %
Credit Quality Indicator
Current $ 17,546  $ 3,572  $ 21,118  99.4  %
Delinquent (1)
 25  33  58  0.3  %
Foreclosure
 –  59  59  0.3  %
Total mortgage loans on real estate before allowance 17,571  3,664  21,235  100.0  %
Allowance for credit losses (99) (53) (152)
Total mortgage loans on real estate $ 17,472  $ 3,611  $ 21,083 

(1) Includes certain mortgage loans on real estate that support our modified coinsurance agreements, where the investment results are passed directly to the reinsurers. As of June 30, 2025, and December 31, 2024, the fair value of such commercial mortgage loans on real estate that were in delinquent status was $30 million and $21 million, respectively.

As of June 30, 2025, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $34 million and $72 million, respectively, or less than 1% of total mortgage loans on real estate. As of December 31, 2024, there were specifically identified impaired commercial and residential mortgage loans with an aggregate carrying value of $36 million and $58 million, respectively, or less than 1% of total mortgage loans on real estate.

The total outstanding principal and interest on commercial mortgage loans that were two or more payments delinquent, excluding foreclosures, as of June 30, 2025, and December 31, 2024, was $57 million and $34 million, respectively, or less than 1% of total mortgage loans on real estate. The total outstanding principal and interest on residential mortgage loans that were three or more payments delinquent, excluding foreclosures, as of June 30, 2025, and December 31, 2024, was $36 million and $32 million, respectively, or less than 1% of total mortgage loans on real estate.

The carrying value of mortgage loans on real estate by business segment and Other Operations (in millions) was as follows:

As of
June 30,
  2025		 As of
 December 31, 2024
Segment
Annuities $ 9,559  $ 8,783 
Life Insurance 3,457  3,527 
Group Protection 1,619  1,608 
Retirement Plan Services 5,367  5,380 
Other Operations 1,994  1,785 
Total mortgage loans on real estate $ 21,996  $ 21,083 

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The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below as of June 30, 2025:

Carrying Value % Carrying Value %
Property Type State
Apartment $ 5,402  30.8  % CA $ 4,733  26.9  %
Industrial 5,247  29.9  % TX 1,761  10.0  %
Office building 3,060  17.4  % FL 1,001  5.7  %
Retail 2,775  15.8  % NY 910  5.2  %
Other commercial 808  4.6  % AZ 894  5.1  %
Mixed use 166  0.9  % PA 865  4.9  %
Hotel/motel 108  0.6  % MD 666  3.8  %
Total $ 17,566  100.0  % WA 647  3.7  %
Geographic Region GA 609  3.5  %
Pacific 5,697  32.5  % NC 519  3.0  %
South Atlantic 3,701  21.1  % TN 485  2.8  %
Middle Atlantic 2,181  12.4  % VA 433  2.5  %
West South Central 1,900  10.8  % NJ 407  2.3  %
Mountain 1,595  9.1  % UT 402  2.3  %
East North Central 1,112  6.3  % IL 341  1.9  %
East South Central 581  3.3  % OH 321  1.8  %
West North Central 443  2.5  % OR 317  1.8  %
New England 356  2.0  % All other states 2,255  12.8  %
Total $ 17,566  100.0  % Total $ 17,566  100.0  %

The composition of commercial mortgage loans (in millions) by property type, geographic region and state is shown below as of December 31, 2024:

Carrying Value % Carrying Value %
Property Type State
Apartment $ 5,551  31.8  % CA $ 4,707  26.9  %
Industrial 5,033  28.8  % TX 1,693  9.7  %
Office building 3,077  17.6  % FL 1,011  5.8  %
Retail 2,754  15.8  % AZ 906  5.2  %
Other commercial 803  4.6  % PA 899  5.1  %
Mixed use 145  0.8  % NY 895  5.1  %
Hotel/motel 109  0.6  % WA 673  4.0  %
Total $ 17,472  100.0  % MD 671  3.8  %
Geographic Region GA 639  3.7  %
Pacific 5,683  32.5  % TN 533  3.1  %
South Atlantic 3,683  21.1  % NC 471  2.7  %
Middle Atlantic 2,199  12.6  % VA 420  2.4  %
West South Central 1,829  10.5  % NJ 405  2.3  %
Mountain 1,525  8.7  % IL 339  1.9  %
East North Central 1,139  6.5  % WI 328  1.9  %
East South Central 646  3.7  % OH 323  1.8  %
West North Central 448  2.6  % UT 322  1.8  %
New England 320  1.8  % All other states 2,237  12.8  %
Total $ 17,472  100.0  % Total $ 17,472  100.0  %

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The following table shows the principal amount (in millions) of our commercial and residential mortgage loans by year in which the principal is contractually obligated to be repaid:

As of June 30, 2025
Commercial Residential Total %
Principal Repayment Year
2025 $ 537  $ 313  $ 850  3.9  %
2026 1,401  508  1,909  8.6  %
2027 1,863  69  1,932  8.7  %
2028 2,178  50  2,228  10.1  %
2029 1,917  52  1,969  8.9  %
2030 and thereafter 9,805  3,406  13,211  59.8  %
Total $ 17,701  $ 4,398  $ 22,099  100.0  %

See Note 3 for information regarding our loan-to-value and debt-service coverage ratios and our allowance for credit losses.

Alternative Investments

Investment income (loss) on alternative investments by business segment (in millions) was as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Annuities $ 3  $ 1  $ 6  $ 3 
Life Insurance 94  32  163  106 
Group Protection 2  1  3  2 
Retirement Plan Services 2  1  4  2 
Other Operations –  1  –  1 
Total (1)
 $ 101  $ 36  $ 176  $ 114 

(1) Includes net investment income on the alternative investments supporting the required statutory surplus of our insurance businesses.

As of June 30, 2025, and December 31, 2024, alternative investments included investments in 372 and 371 different partnerships, respectively, and the portfolio represented approximately 3% of total investments. The partnerships do not represent off-balance sheet financing and generally involve several third-party partners. Some of our partnerships contain capital calls, which require us to contribute capital upon notification by the general partner. These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date. The capital calls are not material in size and are not material to our liquidity. Alternative investments are accounted for using the equity method of accounting and are included in other investments on the Consolidated Balance Sheets.

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Net Investment Income

Details underlying net investment income (in millions) and our investment yield were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Net Investment Income
Fixed maturity AFS securities $ 1,069  $ 1,050  $ 2,128  $ 2,101 
Trading securities 25  30  51  62 
Equity securities 3  10  6  14 
Mortgage loans on real estate 259  215  510  412 
Policy loans 25  24  51  49 
Cash and invested cash 50  42  109  79 
Commercial mortgage loan prepayment
and bond make-whole premiums (1)
 5  3  7  4 
Alternative investments (2)
 101  36  176  114 
Consent fees 1  –  1  – 
Other investments 22  3  45  19 
Investment income 1,560  1,413  3,084  2,854 
Investment expense (94) (81) (160) (175)
Net investment income $ 1,466  $ 1,332  $ 2,924  $ 2,679 

(1) See “Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums” below for additional information.
(2) See “Alternative Investments” above for additional information.
 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Interest Rate Yield
Fixed maturity AFS securities, mortgage loans on
real estate and other, net of investment expenses 4.14  % 4.05  % 4.19  % 4.02  %
Commercial mortgage loan prepayment and
bond make-whole premiums 0.02  % 0.00  % 0.01  % 0.00  %
Alternative investments 0.30  % 0.11  % 0.27  % 0.18  %
Net investment income yield on invested assets 4.46  % 4.16  % 4.47  % 4.20  %

We earn investment income on our general account investments supporting our liabilities associated with investment-type annuities (including RILA, individual and group fixed and fixed portion of variable annuities, fixed indexed deferred annuities and non-life contingent payout fixed annuities), UL, MoneyGuard(R), VUL, IUL and funding agreement products. The profitability of our products is affected by our ability to achieve target spreads, or margins, between the interest income earned on the general account assets and the interest credited to the policyholder account balance. The net investment income and the interest rate yield tables above each include commercial mortgage loan prepayments and bond make-whole premiums, alternative investments and contingent interest and standby real estate equity commitments. These items can vary significantly from period to period due to a number of factors and, therefore, can provide results that are not indicative of the underlying trends.

Commercial Mortgage Loan Prepayment and Bond Make-Whole Premiums

Prepayment and make-whole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity. A prepayment or make-whole premium allows investors to attain the same yield as if the borrower made all scheduled interest payments until maturity. These premiums are designed to make investors indifferent to prepayment.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity

Liquidity refers to our ability to generate adequate amounts of cash from our normal operations to meet cash requirements with a prudent margin of safety. Our ability to generate and maintain sufficient liquidity depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

When considering our liquidity, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, LNC. As a holding company with no operations of its own, LNC is largely dependent upon the dividend capacity of its insurance and other subsidiaries as well as their ability to advance or repay funds to it through inter-company borrowing arrangements, which may be affected by factors influencing the subsidiaries’ capital position, as discussed further below. Based on the sources of liquidity available to us as discussed below, we currently expect to be able to meet the holding company’s ongoing cash needs.

Capital

Capital refers to our long-term financial resources to support the operations of our businesses, to fund long-term growth strategies and to support our operations during adverse conditions. Our ability to generate and maintain sufficient capital depends on the profitability of our businesses, general economic conditions and access to the capital markets and other sources of liquidity and capital as described below.

Disruptions, uncertainty or volatility in the capital and credit markets may materially affect our business operations and results of operations and may adversely affect our subsidiaries’ capital position, which may cause them to retain more capital. This in turn may pressure our subsidiaries’ ability to pay dividends to LNC, which may lead us to take steps to preserve or raise additional capital. We believe we have appropriate capital to operate our business in accordance with our strategy. For more information, see “Subsidiaries’ Capital” below.

For factors that could cause actual results to differ materially from those set forth in this section and that could affect our expectations for liquidity and capital, see “Forward-Looking Statements – Cautionary Language” above and “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

Consolidated Sources and Uses of Liquidity and Capital

Our primary sources of liquidity and capital are insurance premiums and fees, investment income, maturities and sales of investments, issuance of debt or other types of securities and policyholder deposits. We also have access to alternative sources of liquidity as discussed below. Our primary uses are to pay policy claims and benefits, to fund commissions and other general operating expenses, to purchase investments, to fund policy surrenders and withdrawals, to pay dividends to our common and preferred stockholders, to repurchase our common stock and to repay debt. Our operating activities provided (used) cash of $741 million and $(2.2) billion for the six months ended June 30, 2025 and 2024, respectively. Cash flows from operating activities will fluctuate based on the timing of insurance premiums received and benefit payments to policyholders, as well as other business activities including cash payments on certain derivatives used to hedge exposure to product-related risks.

Holding Company Sources and Uses of Liquidity and Capital

The primary sources of liquidity and capital at the holding company level are dividends, return of capital and interest payments from subsidiaries, augmented by holding company short-term investments, bank lines of credit and the ongoing availability of long-term public financing under an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and depository shares. These sources support the general corporate needs of the holding company, including its common and preferred stock dividends, common stock repurchases, interest and debt service, funding of callable securities, acquisitions and investment in core businesses.
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Details underlying the primary sources of the holding company’s liquidity (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Cash Dividends and Return of Capital from Subsidiaries
The Lincoln National Life Insurance Company $ 170  $ 15  $ 400  $ 195 
Total cash dividends and return of capital from subsidiaries $ 170  $ 15  $ 400  $ 195 
Interest from Subsidiaries
Interest on inter-company notes $ 34  $ 37  $ 69  $ 77 

The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, including the periodic issuance and retirement of debt, issuance of preferred stock or common stock, cash flows related to our inter-company cash management program and certain investing activities, including capital contributions to subsidiaries. These activities are discussed below. Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest effect on net cash flows at the holding company. Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company and employee stock exercise activity related to our stock-based incentive compensation plans. See “Part IV – Item 15(a)(2) Financial Statement Schedules – Schedule II – Condensed Financial Information of Registrant” in our 2024 Form 10-K for the holding company cash flow statement. For information regarding limits on the dividends that our insurance subsidiaries may pay without prior approval, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Holding Company Sources and Uses of Liquidity and Capital – Restrictions on Subsidiaries’ Dividends” in our 2024 Form 10-K.

During the second quarter of 2024, The Lincoln National Life Insurance Company (“LNL”) made a $929 million extraordinary dividend
in the form of investments to LNC for the purpose of the initial capitalization of Lincoln Pinehurst Reinsurance Company (Bermuda) Limited (“LPINE”). See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Significant Operational Matters” in our 2024 Form 10-K for more information about LPINE.

Subsidiaries’ Capital

Our insurance subsidiaries must maintain certain regulatory capital levels. We utilize the RBC ratio as a primary measure of the capital adequacy of our insurance subsidiaries. The RBC ratio is an important factor in the determination of the credit and financial strength ratings of LNC and its subsidiaries, as a reduction in our insurance subsidiaries’ surplus will affect their RBC ratios and dividend-paying capacity. For additional information on RBC ratios, see “Part I – Item 1. Business – Regulatory – Insurance Regulation – Risk-Based Capital” in our 2024 Form 10-K.

Our insurance subsidiaries’ regulatory capital levels are affected by statutory accounting rules, which are subject to change by each applicable insurance regulator. For instance, our term products and UL products containing secondary guarantees subject to the NAIC RBC framework require reserves calculated pursuant to the Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline XXXVIII (“AG38”), respectively. Our insurance subsidiaries employ strategies to reduce the strain caused by XXX and AG38 by reinsuring the business to reinsurance captives or reinsurance subsidiaries. Our captive reinsurance and reinsurance subsidiaries provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner and free up capital the insurance subsidiaries can use for any number of purposes, including paying dividends to the holding company. We use long-dated LOCs and debt financing as well as other financing strategies to finance those reserves. Included in the LOCs issued as of June 30, 2025, was $1.7 billion of long-dated LOCs issued to support inter-company reinsurance agreements for term products and UL products containing secondary guarantees. For information on the LOCs, see the credit facilities table in Note 13 in our 2024 Form 10-K. Our captive reinsurance and reinsurance subsidiaries have also issued long-term notes of $3.6 billion to finance a portion of the excess reserves associated with our term and UL products with secondary guarantees as of June 30, 2025; of this amount, $3.0 billion involve exposure to variable interest entities. For information on these long-term notes issued by our captive reinsurance and reinsurance subsidiaries, see Note 4 in our 2024 Form 10-K. We have also used the proceeds from senior note issuances of $875 million to execute long-term structured solutions primarily supporting reinsurance of UL products containing secondary guarantees. LOCs and related capital market solutions lower the capital effect of term products and UL products containing secondary guarantees.

Statutory reserves for variable annuity guaranteed benefit riders and guaranteed benefits on VUL policies, as well as certain components of the NAIC RBC calculation that are impacted by such guaranteed benefits, are sensitive to changes in the equity markets and interest rates, and such statutory reserves and our RBC levels are also affected by the level of account balances relative to the level of any guarantees, product design and reinsurance arrangements. As a result, the relationship between reserve changes and equity market performance is non-linear during any given reporting period.
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Our insurance subsidiaries cede a portion of the variable annuity guaranteed benefit riders to Lincoln National Reinsurance Company (Barbados) Limited (“LNBAR”) through a modified coinsurance agreement. Our variable annuity hedge program mitigates the risk to LNBAR from guaranteed benefit riders and continues to focus on generating sufficient income to fund future claims with a goal of maximizing distributable earnings and explicitly protecting capital. LNL also uses a partial hedge that mitigates potential capital volatility from guaranteed benefits on VUL policies. Market conditions greatly influence the ultimate capital required due to its effect on the valuation of reserves and supporting derivatives. For more information, see Note 4 in our 2024 Form 10-K.

Changes in equity markets may also affect the capital position of our insurance subsidiaries. We may decide to reallocate available capital among our insurance subsidiaries, as well as our captive reinsurance or reinsurance subsidiaries, which would result in different RBC ratios for our insurance subsidiaries. In addition, changes in the equity markets can affect the value of our variable annuity and VUL separate accounts. When the market value of our separate account assets increases, the statutory surplus within our insurance subsidiaries also increases, all else equal. Contrarily, when the market value of our separate account assets decreases, the statutory surplus within our insurance subsidiaries also decreases, all else equal, which will affect RBC ratios, and in the case of our separate account assets becoming less than the related product liabilities, we must allocate additional capital to fund the difference.

LNC made $805 million in capital contributions in cash to subsidiaries, including $800 million to LNL using proceeds from the Bain Capital transaction, for the three and six months ended June 30, 2025. For more information on the Bain Capital transaction, see “Issuance of Common Stock” below and Note 15 herein.

During the second quarter of 2024, LNC contributed $929 million of investments and $22 million in cash to LPINE, a wholly owned
subsidiary of LNC and a licensed Bermuda-based life and annuity reinsurance company, in support of an inter-company reinsurance
agreement with LNL. See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Introduction – Executive Summary – Significant Operational Matters” in our 2024 Form 10-K for more information about LPINE.

LNC made capital contributions in cash to other subsidiaries of $5 million for the three and six months ended June 30, 2024.

Debt

Although our subsidiaries currently generate adequate cash flow to meet the needs of our normal operations, periodically LNC may issue debt to maintain ratings and increase liquidity, as well as to fund internal growth, acquisitions and the retirement of its debt.

Details underlying our debt activities (in millions) for the six months ended June 30, 2025, were as follows:

Beginning Balance Issuance Maturities, Repayments and Refinancing Change in Fair Value Hedges
Other
Changes (1)
 Ending Balance
Short-Term Debt
Current maturities of long-term debt (2)
 $ 300  $ –  $ (300) $ –  $ –  $ – 
Long-Term Debt
Senior notes (3) (4)
 4,498  500  (299) 17  (87) 4,629 
Term loans 150  –  –  –  –  150 
Subordinated notes (5) (7)
 995  –  (194) –  –  801 
Capital securities (6) (7)
 213  –  (26) –  –  187 
Total long-term debt $ 5,856  $ 500  $ (519) $ 17  $ (87) $ 5,767 

(1)    Includes the non-cash reclassification of long-term debt to current maturities of long-term debt, accretion (amortization) of discounts and premiums, amortization of debt issuance costs and amortization of adjustments from discontinued hedges, as applicable.
(2)    We repaid our 3.35% Senior Notes that matured on March 9, 2025.
(3)    For information on the debt issuance, see “Alternative Sources of Liquidity – Facility Agreements for Senior Notes Issuances” below.
(4)    In May 2025, we repurchased $34 million of our 3.05% Senior Notes due 2030, $129 million of our 4.35% Senior Notes due 2048 and $136 million of our 4.375% Senior Notes due 2050.
(5)    In May 2025, we repurchased $97 million of our Subordinated Notes due 2066 and $97 million of our Subordinated Notes due 2067.
(6)    In May 2025, we repurchased $21 million of our Capital Securities due 2066 and $5 million of our Capital Securities due 2067.
(7)    We use interest rate swaps to partially hedge the variability in rates.

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LNC made interest payments to service debt to third parties of $77 million and $160 million for the three and six months ended June 30, 2025, respectively, compared to $83 million and $145 million for the three and six months ended June 30, 2024, respectively.

For additional information about our short-term and long-term debt and our credit facilities, see Note 12 herein and Note 13 in our 2024 Form 10-K.
 
Preferred Stock

Details underlying preferred stock dividends paid (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Series C preferred stock dividends $ –  $ –  $ 23  $ 23 
Series D preferred stock dividends 11  11  23  23 
Total preferred stock dividends $ 11  $ 11  $ 46  $ 46 

For additional information on preferred stock, see Note 15 herein and Note 18 in our 2024 Form 10-K.

Issuance of Common Stock

On June 5, 2025, we closed our previously announced stock sale transaction pursuant to the Purchase Agreement with Bain Capital Prairie, LLC, a newly formed subsidiary of Bain Capital, under which we agreed to sell shares representing 9.9% of our outstanding common stock on a post-issuance basis to the Buyer. Under the final terms, Lincoln sold approximately 18.8 million shares of its common stock for aggregate consideration of $825 million. The transaction provided us with capital that we expect to deploy toward our strategic priorities, including growing spread-based earnings, advancing our portfolio management efforts and asset sourcing capabilities and optimizing our legacy life portfolio. For additional information on the Bain Capital transaction, see Note 15.

Return of Capital to Common Stockholders

One of our primary goals is to provide a return to our common stockholders through share price accretion, dividends and stock repurchases. In determining dividends, the Board of Directors takes into consideration items such as current and expected earnings, capital needs, rating agency considerations and requirements for financial flexibility. The amount and timing of share repurchases depends on key capital ratios, rating agency expectations, the generation of dividends from our subsidiaries and an evaluation of the costs and benefits associated with alternative uses of capital. We did not repurchase any shares of common stock under our buyback program for the six months ended June 30, 2025 and 2024. For additional information regarding share repurchases, see “Part II – Item 2(c)” below.

Details underlying return of capital to common stockholders (in millions) were as follows:

 For the Three
Months Ended
June 30, 		 For the Six
Months Ended
June 30,
2025 2024 2025 2024
Dividends to common stockholders $ 77  $ 77  $ 154  $ 153 
Total cash returned to common stockholders $ 77  $ 77  $ 154  $ 153 

Alternative Sources of Liquidity

Inter-Company Cash Management Program

To meet short-term liquidity needs that arise in the ordinary course of business, we utilize an inter-company cash management program between LNC and participating subsidiaries whereby participating subsidiaries can borrow cash from or lend cash to LNC. Loans under the inter-company cash management program are permitted under applicable insurance laws subject to certain restrictions. For our Indiana-domiciled insurance subsidiary, the borrowing and lending limit is currently 3% of the insurance company’s admitted assets as of its most recent year end. For our New York-domiciled insurance subsidiary, it may borrow from LNC less than 2% of its admitted assets as of its most recent year end but may not lend any amounts to LNC. As of June 30, 2025, LNC had no outstanding borrowings from and no outstanding lending into the cash management program.
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Facility Agreement for Senior Notes Issuance

On May 13, 2025, LNC exercised in full its issuance right under the 10-year facility agreement, dated as of August 18, 2020 (the “Trust I Facility Agreement”) with Belrose Funding Trust, a Delaware statutory trust (“Trust I”) and on May 15, 2025, LNC issued $500 million aggregate principal amount of its 2.330% Senior Notes due 2030 (the “2.330% Senior Notes”) to Trust I in exchange for the principal and interest strips of U.S. Treasury securities held by Trust I (the “Trust I Eligible Assets”). We recognized the 2.330% Senior Notes on our Consolidated Balance Sheets as of June 30, 2025, which reflects the $418 million fair value of the Trust I Eligible Assets received. The net proceeds from the issuance of the 2.330% Senior Notes and subsequent sale of the Trust I Eligible Assets were used to early extinguish long-term debt during the second quarter of 2025 pursuant to a tender offer. For more information on the early extinguishment of debt, see “Debt” above and Note 12 herein.

On May 20, 2025, LNC entered into a 30-year facility agreement (the “Trust II Facility Agreement”) with Belrose Funding Trust II, a Delaware statutory trust (“Trust II”), in connection with Trust II’s sale of $1.0 billion of its Pre-Capitalized Trust Securities Redeemable May 15, 2055 (the “2055 P-Caps”) in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended. Trust II invested the proceeds from the sale of the 2055 P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Trust II Eligible Assets”). The Trust II Facility Agreement provides LNC the right to issue to Trust II, and to require Trust II to purchase from LNC, on one or more occasions, up to an aggregate principal amount outstanding at any one time of $1.0 billion of LNC’s 6.792% Senior Notes due 2055 (the “6.792% senior notes”) in exchange for a corresponding amount of the Trust II Eligible Assets. LNC may direct Trust II to grant all or a portion of the issuance right to one or more assignees (who are LNC’s consolidated subsidiaries or persons to whom LNC or any such consolidated subsidiary has an obligation or liability) (each, an “Issuance Right Assignee”) who may cause a corresponding portion of the 6.792% senior notes to be issued to Trust II and receive the corresponding Trust II Eligible Assets that would otherwise have been delivered to LNC pursuant to the exercise of the issuance right. The 6.792% senior notes will not be issued unless and until the issuance right is exercised. In return, LNC pays Trust II a semi-annual facility fee at a rate of 1.888% per year (applied to the unexercised portion of the issuance right) and reimburses Trust II for its expenses.

For additional information on the facility agreements for senior notes issuances, see Note 12 herein.
 
Federal Home Loan Bank

Our primary insurance subsidiary, LNL, is a member of the Federal Home Loan Bank (“FHLB”) of Indianapolis (“FHLBI”). Membership allows LNL access to the FHLBI’s financial services, including the ability to obtain loans and to issue funding agreements as an alternative source of liquidity that are collateralized by qualifying mortgage-related assets, agency securities or U.S. Treasury securities. Borrowings under this facility are subject to the FHLBI’s discretion and require the availability of qualifying assets at LNL. As of June 30, 2025, LNL had an estimated maximum borrowing capacity of $7.0 billion under the FHLBI facility and maximum available borrowing based on qualifying assets of $4.7 billion. As of June 30, 2025, LNL had outstanding borrowings of $2.9 billion under this facility reported within payables for collateral on investments on the Consolidated Balance Sheets. Lincoln Life & Annuity Company of New York (“LLANY”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”) with an estimated maximum borrowing capacity of $750 million. Borrowings under this facility are subject to the FHLBNY’s discretion and require the availability of qualifying assets at LLANY. As of June 30, 2025, LLANY had no outstanding borrowings under this facility. For additional information, see “Payables for Collateral on Investments” in Note 3.

Repurchase Agreements and Securities Lending Programs

Our insurance and reinsurance subsidiaries had access to $2.6 billion through committed repurchase agreements, of which none was utilized as of June 30, 2025. Our insurance subsidiaries, by virtue of their general account fixed-income investment holdings, can also access liquidity through securities lending programs and uncommitted repurchase agreements. As of June 30, 2025, our insurance subsidiaries had securities pledged under securities lending agreements and uncommitted repurchase agreements with a carrying value of $155 million and $418 million, respectively. For additional information, see “Payables for Collateral on Investments” in Note 3.

Collateral on Derivative Contracts

Our cash flows associated with collateral received from counterparties (when we are in a net collateral payable position) and posted with counterparties (when we are in a net collateral receivable position) change as the market value of the underlying derivative contract changes. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. As of June 30, 2025, we were in a net collateral payable position of $4.9 billion compared to $7.1 billion as of December 31, 2024. In the event of adverse changes in fair value of our derivative instruments, we may need to return, post or pledge collateral to counterparties. If we do not have sufficient high quality securities or cash to provide as collateral to counterparties, we have alternative sources of liquidity. In addition to the liquidity from repurchase agreements and FHLB facilities discussed above, we also have a five-year revolving credit facility discussed in Note 13 in our 2024 Form 10-K. For additional information, see “Credit Risk” in Note 5.

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Ratings

Financial Strength Ratings

See “Part I – Item 1. Business – Financial Strength Ratings” in our 2024 Form 10-K for information on our financial strength ratings.

Credit Ratings

See “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Ratings” in our 2024 Form 10-K for information on our credit ratings.

If our current financial strength ratings or credit ratings were downgraded in the future, terms in our derivative agreements and/or certain repurchase agreements may be triggered, which could negatively affect overall liquidity. For the majority of our derivative counterparties, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB-/Baa3 (S&P/Moody’s). For certain repurchase agreements, there is a termination event if the long-term credit ratings of LNC drop below BBB-/Baa3 (S&P/Moody’s) or if the financial strength ratings of LNL drop below BBB+/Baa1 (S&P/Moody’s). In addition, contractual selling agreements with intermediaries could be negatively affected, which could have an adverse effect on overall sales of annuities, life insurance and investment products. See “Part I – Item 1A. Risk Factors – Covenants and Ratings – A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors” in our 2024 Form 10-K for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, in an integrated asset-liability management process that considers diversification. We have exposures to several market risks including interest rate risk, equity market risk, credit risk and, to a lesser extent, foreign currency exchange risk. For information on these market risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K.

Item 4. Controls and Procedures

Conclusions Regarding Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Projections of any evaluation of control effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.


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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the lawsuits captioned Glover v. Connecticut General Life Insurance Company and The Lincoln National Life Insurance Company, Iwanski v. First Penn-Pacific Life Insurance Company, TVPX ARS INC., as Securities Intermediary for Consolidated Wealth Management, LTD. v. The Lincoln National Life Insurance Company and Vida Longevity Fund, LP v. Lincoln Life & Annuity Company of New York, each of which was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). On June 16, 2025, the court granted final approval of the Glover provisional settlement (which encompasses all policies at issue in Glover as well as in Iwanski, TVPX ARS INC. and Vida) and on June 18, 2025, entered final judgment and dismissed the case. On July 16, 2025, plaintiffs in the Iwanski, TVPX ARS INC. and Vida cases appealed the final approval of the provisional settlement to the U.S. Court of Appeals for the Second Circuit. The provisional settlement is subject to the outcome of the appeal.

Reference is made to the lawsuit captioned Conestoga Trust, et al, v. Lincoln National Corp., et al., previously disclosed in our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. On April 2, 2025, we entered into an agreement with the plaintiffs in Conestoga Trust in full and final settlement of this matter, and the Conestoga Trust matter is now concluded.

Reference is made to the lawsuit captioned Donald C. Meade v. Lincoln National Corporation, Ellen Cooper, Dennis Glass, and Randal Freitag (“Defendants”), previously disclosed in our 2024 Form 10-K. On July 24, 2025, the court granted Defendants’ motion to dismiss and dismissed the amended complaint without prejudice. Plaintiff has 14 days from the date of the court’s order to file a second amended complaint.

Reference is made to the tax assessment proceeding captioned Lincoln National Life Insurance Company v. Township of Radnor, previously disclosed in our 2024 Form 10-K. On July 16, 2025, the court entered judgment in favor of LNL.

See Note 14 in “Part I – Item 1. Financial Statements” for further discussion regarding these matters and other contingencies.

Item 1A. Risk Factors

In addition to the factors set forth in “Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements – Cautionary Language,” you should carefully consider the risks described under “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K. Such risks and uncertainties are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected. In that case, the value of our securities could decline substantially.

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

(c) The following summarizes purchases of equity securities by the Company during the quarter ended June 30, 2025 (dollars in millions, except per share data):

(c) Total Number (d) Approximate Dollar
(a) Total of Shares Value of Shares
Number (b) Average Purchased as Part of that May Yet Be
of Shares Price Paid Publicly Announced Purchased Under the
Period Purchased per Share
Plans or Programs (1)
Plans or Programs (1)
4/1/25 – 4/30/25 –  $ –  –  $ 714 
5/1/25 – 5/31/25 –  –  –  714
6/1/25 – 6/30/25 –  –  –  714

(1) On November 10, 2021, our Board of Directors authorized an increase in our securities repurchase authorization, bringing the total aggregate repurchase authorization to $1.5 billion. As of June 30, 2025, our remaining security repurchase authorization was $714 million. The security repurchase authorization does not have an expiration date. The amount and timing of share repurchases depends on key capital ratios, rating agency expectations, the generation of free cash flow and an evaluation of the costs and benefits associated with alternative uses of capital. Our stock repurchases may be effected from time to time through open market purchases or in privately negotiated transactions and may be made pursuant to an accelerated share repurchase agreement or Rule 10b5-1 plan.

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Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2025, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The Exhibits included in this report are listed in the Exhibit Index beginning on page 137, which is incorporated herein by reference.
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LINCOLN NATIONAL CORPORATION
Exhibit Index for the Report on Form 10-Q
For the Quarter Ended June 30, 2025

101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* This exhibit is a management contract or compensatory plan or arrangement.


























137

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.


LINCOLN NATIONAL CORPORATION
By:
/s/ Christopher Neczypor
Christopher Neczypor
Executive Vice President and Chief Financial Officer
By:
/s/ Adam Cohen
Adam Cohen
Senior Vice President, Chief Accounting Officer and Treasurer
Dated: July 31, 2025


































138
EX-4.1 2 exhibit41-lnc2q2025.htm EX-4.1 Document
Exhibit 4.1
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN REPRESENTS BY ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST THAT EITHER (1) IT IS NOT (A) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR THAT IS SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF THE CODE, (B) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”) OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE, OR (2) THE PURCHASE AND HOLDING OF THE SECURITIES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR UNDER ANY APPLICABLE SIMILAR LAWS.
LINCOLN NATIONAL CORPORATION RESERVES THE RIGHT TO MODIFY THE FORM OF THE SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE SECURITIES GENERALLY.


EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LINCOLN NATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.





LINCOLN NATIONAL CORPORATION
2.330% Senior Notes due 2030
                
No. G-1                CUSIP No.: 534187 BM0
                         U.S. $500,000,000

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum set forth on Schedule I hereto (which amount shall not exceed $500,000,000 at any time) on August 15, 2030 and to pay interest from and including the Initial Interest Accrual Date (as defined below), or from and including the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing on the February 15 or August 15 immediately following the date of original issuance of this Security (each, an “Interest Payment Date”) on the principal amount outstanding on such Interest Payment Date or on the Maturity Date (as defined below) at the rate of 2.330% per annum until the principal hereof is paid or made available for payment; provided that any principal and any such installment of interest which is overdue shall bear interest at the rate of 2.330% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The “Initial Interest Accrual Date” means (i) if this Security is issued prior to February 15, 2021, August 18, 2020, (ii) if this Security (A) is issued after February 15, 2021 and prior to August 15, 2030 (or upon any earlier date of redemption or repayment) (each such date is referred to herein as the “Maturity Date”) and (B) is not issued on any February 15 or August 15, the February or August 15 immediately preceding the date of original issuance hereof, or (iii) if this Security is issued on any February 15 or August 15 prior to the Maturity Date, such February 15 or August 15. If any Interest Payment Date falls on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day in the amount that would otherwise have been due on February 15 or August 15 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. If August 15, 2030 shall not be a Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a Business Day with the same force and effect as if made on August 15, 2030 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as hereinafter defined) immediately preceding such Interest Payment Date, provided that any interest payable at August 15, 2030 or on any Optional Redemption Date (as hereinafter defined) will be paid to the person to whom principal is payable, subject to certain exceptions as provided in the Indenture.


Payment of the principal of, and interest due on, this Note at the Stated Maturity or upon redemption will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York (which shall initially be the Corporate Trust Office of the Notes Trustee, as Paying Agent, in the City of New York) in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holders on such Regular Record Date and shall be payable as provided in Section 3.08(b) of the Indenture. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of interest (including interest on any Interest Payment Date) will be made, subject to the Notes Trustee’s arrangements with the Depository with respect to any Global Securities, (a) if this Note is held by the Trust, by wire transfer in immediately available funds and (b) if this Note has been distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust and is not represented by a Global Security, at the option of the Company, by (i) check mailed to the address of the person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Notes Trustee at least 15 days prior to the date for payment by the person entitled thereto.

“Regular Record Date” means the February 1 or August 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that this Note is held by Belrose Funding Trust, as Delaware statutory trust (the “Trust”), or in book-entry form only, interest will be paid to the person in whose name this Note is registered at the close of business on the Business Day immediately preceding the Interest Payment Date and (b) if this Note is issued in definitive form to a holder of Trust Securities in exchange therefor after February 1 or August 1 and prior to the next February 15 or August 15, as the case may be, interest shall be payable on such February 15 or August 15 to the persons in whose names the Trust Securities were registered at the close of business on the preceding February 1 or August 1, as the case may be (whether or not a Business Day).

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Notes Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

LINCOLN NATIONAL CORPORATION
By
Name:
Title:


By
Name:
Title:



Attest:
Name:
Title:



Dated:




Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.

Dated:
 

THE BANK OF NEW YORK MELLON,
as Notes Trustee
Authorized Signatory
 



[Reverse of Note]
LINCOLN NATIONAL CORPORATION
2.330% Senior Notes due 2030
    This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under the Senior Indenture dated as of March 10, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 18, 2020 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee under the Base Indenture (hereinafter the “Notes Trustee”, which term includes any successor Notes Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Notes Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its 2.330% Senior Notes due 2030 (hereinafter called the “Notes”), limited in aggregate principal amount to the Maximum Amount. The Notes of this series are issuable in registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
    All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
    This Note is exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided in the Indenture.
    The Notes are redeemable, in whole or in part, at the option of the Company (the date of any such redemption, an “Optional Redemption Date”), at any time or from time to time, upon notice to each Holder of the Notes at least 30 days (or 45 days in the case of any Notes held by the Trust) but not more than 60 days prior to the Optional Redemption Date.
At any time and from time to time prior to May 15, 2030 (the “Par Call Date”), the redemption price (the “Optional Redemption Price”) will be the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the Optional Redemption Date) discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points. At any time and from time to time on or after the Par Call Date, the Optional Redemption Price will be equal to 100% of the principal amount of the Notes to be redeemed. In each case, the Company shall also pay accrued and unpaid interest on the principal amount being redeemed to but excluding the Optional Redemption Date.


Prior to the dissolution and termination of the Trust, the Company may redeem the Notes only in integral multiples of $50,000,000 principal amount.
“Adjusted Treasury Rate” means, with respect to any Optional Redemption Date:
•the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System (or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity) under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue. If no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month; or
•if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date.
        The Adjusted Treasury Rate shall be calculated on the third Business Day preceding such Optional Redemption Date.
    “Comparable Treasury Issue” means the U.S. Treasury security, selected by a Reference Treasury Dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) (the “Remaining Life”).
    “Comparable Treasury Price” means, with respect to an Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
    “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company, which in any case shall not be the Notes Trustee, to determine the Optional Redemption Price.


    “Reference Treasury Dealer” means (1) Credit Suisse Securities (USA) LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC and (2) two additional primary U.S. government securities dealers, including dealers outside New York City (each, a “Primary Treasury Dealer”) selected by the Company and, in each case, their respective successors; provided that if any of them ceases to be a Primary Treasury Dealer the Company will substitute another Primary Treasury Dealer.
    “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Quotation Agent, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date.        
    The Company will prepare and mail a notice of redemption to each Holder of Notes to be redeemed by first-class mail (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with DTC’s standard procedures therefor) at least 30 days (or 45 days in the case of any Notes held by the Trust) and not more than 60 days before the Optional Redemption Date. On and after an Optional Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in payment of the Optional Redemption Price and accrued interest). On or before the Optional Redemption Date, the Company will deposit with a Paying Agent (or the Notes Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the Notes to be redeemed on the Optional Redemption Date. If less than all of the Notes are to be redeemed following the distribution of the Notes to the holders of the Trust Securities upon the dissolution and termination of the Trust, each Note shall be redeemed pro rata, rounded up or down to the nearest integral multiple of $1,000; provided that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by DTC in accordance with its standard procedures therefor.
    The Notes are not entitled to any sinking fund. If an Event of Default shall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
    The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture. The provisions for defeasance set forth in Sections 13.02 and 13.03 of the Base Indenture shall apply if the Notes are distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust.
Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Notes Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class.


After the amendment or supplement is effective, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereunder or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof.
    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate, and in the coin or currency, herein prescribed.
    As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
    As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.
    No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
        The Company, the Notes Trustee, the Paying Agent, the Security Registrar and any agent of the Company or the Notes Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes (subject to Section 3.02(a) of the First Supplemental Indenture), whether or not this Note be overdue, and neither the Company, the Notes Trustee nor any such agent shall be affected by notice to the contrary. Except as provided in Section 3.02(a) of the First Supplemental Indenture, all payments of the principal of and interest due on this Note made to or upon the order of the registered Holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Note.

No recourse shall be had for payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or, except as provided in the Indenture, successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.



    This Note (and if this Note is a Global Security, any beneficial interest herein) shall not be offered, sold, pledged or otherwise transferred except in compliance with the requirements set forth in the legends hereof. If this Note is an individual Security, the Company or the Notes Trustee, as Security Registrar, shall not be required to effect any transfer (other than to the Company or DTC or its nominee) of this Note on the Security Register unless it receives a certificate substantially in the form set forth in Annex A and duly executed by the Holder hereof or his attorney duly authorized in writing, together with other documentation, including any opinions of counsel, requested by the Company or the Notes Trustee in order to confirm compliance with the transfer restrictions set forth herein.


Annex A
Rule 144A Certificate
Lincoln National Corporation
150 N. Radnor-Chester Road
Radnor, Pennsylvania 19087
The Bank of New York Mellon
240 Greenwich Street, 7E
New York, NY 10286
Attn: Audrey Williams, GCT – Financial Institutions
Re:    2.330% Senior Notes due August 15, 2030 (the “Notes”)
of Lincoln National Corporation (the “Company”)
    Reference is made to the Senior Indenture, dated as of March 10, 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of August 18, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), relating to the Notes. Terms used herein and defined in the Indenture or in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.
This certificate relates to U.S.$_____________ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Securities”):
CUSIP No.: 534187 BM0
CERTIFICATE No(s). _____________________
The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that (i) it is the sole registered holder of the Specified Securities, or (ii) it is acting on behalf of all the registered holders of the Specified Securities and is duly authorized by them to do so. Such registered holder or holders are referred to herein collectively as the “Holder”.
The Holder has requested that the Specified Securities be transferred. In connection with such transfer, the Holder hereby certifies that the transfer is being effected in accordance with Rule 144A under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Holder hereby further certifies as follows:
1.    the Specified Securities are being transferred to a person that the Holder and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and


2.    the Holder and any person acting on its behalf have taken reasonable steps to ensure that such transferee of the Specified Securities is aware that the Holder may be relying on Rule 144A in connection with the transfer.
This certificate and the statements contained herein are made for your benefit and the benefit of the Company.
Date: _________________
Very truly yours,

By:
Name:
Title:
Address:


(If the Undersigned, as such term is defined in the third paragraph of this certificate, is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)






Schedule I
The initial principal amount evidenced by this Security is $500,000,000.
CHANGES TO PRINCIPAL AMOUNT OF THIS SECURITY
Date Principal Amount by which this Security is to be Reduced or Increased, and Reason for Reduction or Increase Remaining Principal Amount of Securities Notation Made by


EX-4.2 3 exhibit42-lnc2q2025.htm EX-4.2 Document
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
between
LINCOLN NATIONAL CORPORATION,
ISSUER,
and
THE BANK OF NEW YORK MELLON,
NOTES TRUSTEE
DATED AS OF MAY 20, 2025




TABLE OF CONTENTS
    Page



EXHIBITS
Exhibit B    Restricted Legend



Exhibit A Form of Note SECOND SUPPLEMENTAL INDENTURE, dated as of May 20, 2025 (this “Second Supplemental Indenture”), between Lincoln National Corporation, an Indiana corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (referred to herein as the “Notes Trustee”) under the Senior Indenture, dated as of March 10, 2009 (the “Base Indenture”), between the Company and the Notes Trustee, supplementing the Base Indenture.
RECITALS
WHEREAS, the Company executed and delivered the Base Indenture to the Notes Trustee to provide for the future issuance of the Company’s senior debt securities (the “Securities”), to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, as amended by the First Supplemental Indenture, dated as of August 18, 2020 (the “First Supplemental Indenture”), between the Company and the Notes Trustee, and supplemented by this Second Supplemental Indenture (collectively, the “Indenture”), the Company has duly authorized the creation, issuance and sale to Belrose Funding Trust II (the “Trust”), pursuant to the Facility Agreement, dated as of May 20, 2025, among the Company, the Trust, and the Notes Trustee (the “Facility Agreement”), of a new series of Securities of the Company designated as its 6.792% Senior Notes due 2055 (the “Notes”), not to exceed the Maximum Amount at any one time outstanding;
WHEREAS, Section 9.01(vii) of the Base Indenture permits the Company and the Notes Trustee to enter into one or more indentures supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.01 and/or 3.02 of the Base Indenture, and the Company and the Notes Trustee wish to enter into the Second Supplemental Indenture to establish the form and terms of the Notes; and
WHEREAS, the Company has requested that the Notes Trustee execute and deliver this Second Supplemental Indenture, and all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms and for the purposes herein expressed have been performed and fulfilled.
NOW THEREFORE, in consideration of the premises, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes, the terms, provisions and conditions thereof and the amendment to the Base Indenture, the parties hereto hereby agree as follows:
Article I

Definitions and Interpretation
Section 1.01.Definitions and Interpretation.
For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:
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(a)    the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;
(b)    the words “herein”, “hereinafter”, “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally within an Article or Section of this Second Supplemental Indenture, may be defined in that Article or Section;
(c)    the Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof;
(d)    each of the following terms shall have the respective meaning set forth in the Facility Agreement: Cash Settlement Election, Issuance Right, Maximum Amount, Repurchase, Settlement Date and Voluntary Exercise;
(e)    each of the following terms shall have the respective meaning set forth in the Trust Declaration: Depositor Affiliated Owner/Holder, Pledge Agreement, Transaction Agreements, Trust and Trust Securities; and
(f)    the following terms have the meanings given to them in this Section 1.01(f):
“Additional Interest” means all additional interest, if any, then owing on the Notes of such series pursuant to the Registration Rights Agreement.
“Exchange Notes” means Securities of the Company issued in the Exchange Offer and having substantially identical terms as the Notes (except that the Additional Interest provisions under the Registration Rights Agreement and hereunder shall not apply to such Securities, the transfer restrictions will be modified or eliminated, as appropriate, and such Securities will bear a different CUSIP number, will not entitle Holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms).

“Exchange Offer” means an offer made by the Company pursuant to the Registration Rights Agreement to exchange the Notes for the related Exchange Notes.
“Interest Payment Date” means, in respect of the Notes, May 15 and November 15 of each year, commencing on the May 15 or November 15 immediately following the date of original issuance of the Notes.
“Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 20, 2025, between the Company and TD Securities (USA) LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.
“Regular Record Date” means, in respect of the Notes, the May 1 or November 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that the Notes are held by the Trust or in book-entry form only, interest will be paid to the persons in whose names such Notes are registered at the close of business on the Business Day immediately preceding such Interest Payment Date and (b) if any Notes are issued in definitive form to the holders of the Trust Securities in exchange therefor after May 1 or November 1 and prior to the next May 15 or November 15, as the case may be, interest shall be payable on such May 15 or November 15 to the persons in whose names the Trust Securities were registered at the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day).
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“Restricted Legend” means the legend set forth in Exhibit B.
“Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any successor provision.
“Rule 144A” means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any successor provision.
“Rule 144A Certificate” means a certificate substantially in the form of Annex A to Exhibit A.
“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
“Trust Declaration” means the Amended and Restated Declaration of the Trust, dated as of May 20, 2025, among the Company, as depositor, The Bank of New York Mellon, as trustee of the Trust, BNY Mellon Trust of Delaware, as Delaware Trustee, and the Company (solely for the purposes of Section 5.10(b), Section 5.10(f) and Section 10.4(c) thereof), relating to the Trust.
Article II

The Notes
Section 2.01.Establishment.
(a)    There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s “6.792% Senior Notes due 2055”.
(b)    On the date hereof, the Company shall execute, and the Notes Trustee shall authenticate, a single certificate, registered in the name of the Trust (the “Initial Note Certificate”), to evidence Notes that may be sold to the Trust from time to time pursuant to the Facility Agreement. The initial principal amount of the Initial Note Certificate shall be $0, and the aggregate principal amount of Notes represented by such certificate may from time to time be increased or decreased to reflect (i) any issuance and sale, or any Repurchase, of Notes pursuant to the Facility Agreement upon receipt of written confirmation from the Company (in the case of any exercise of the Issuance Right) or the trustee of the Trust (in the case of any Repurchase) of the receipt of the purchase price for the Notes to be delivered or repurchased, (ii) any cancellation of Notes pursuant to Section 2.03(f) or (iii) any redemption of Notes in accordance with their terms and Article XI of the Base Indenture, in each case by adjustments made on the books and records of the Security Registrar, as hereinafter provided; provided that the principal amount of Notes represented by the Initial Note Certificate may at no time exceed the Maximum Amount. The Notes evidenced by the Initial Note Certificate shall be exchangeable for one or more Global Securities as provided in Section 2.04(b).
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(c)    Notes that have been redeemed shall be cancelled as provided in Section 3.10 of the Base Indenture and may not be reissued.
(d) For all purposes of the Indenture, all Notes and Exchange Notes shall constitute one series of Securities and shall vote together as one series of Securities.
Section 2.02.Payment of Principal and Interest.
(a)    The Notes will mature on May 15, 2055 (the “Stated Maturity” in respect of the principal of the Notes). The unpaid principal amount of the Notes, if issued and outstanding, shall bear interest at the rate of 6.792% per year until paid or duly provided for. Interest shall be calculated as set forth in the form of Notes and shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 3.08(b) of the Base Indenture. Notwithstanding the foregoing, at any time the Notes are held by the Trust, or are solely represented by one or more Global Securities, interest will be paid to the Persons in whose names the Notes are registered at the close of business on the Business Day immediately preceding the applicable Interest Payment Date. Additional Interest may accrue on the Notes pursuant to the Registration Rights Agreement, and all references to “interest” in the Indenture and in the Notes shall include any such Additional Interest that may be payable.
(b)    The Company hereby designates the Notes Trustee as the initial Paying Agent, Security Registrar and transfer agent for the Notes. Accordingly, the Corporate Trust Office of the Notes Trustee shall be and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands upon the Company in respect of the Notes and the Indenture may be served. Transfers of the Notes will be registrable at the Corporate Trust Office of the Notes Trustee and at any of the Company’s other offices or agencies that it may maintain for that purpose.
(c)    The principal of, and premium, if any, and interest due on the Notes shall be paid in Dollars. Payments of interest (including interest on any Interest Payment Date) will be made subject, in the case of a Global Security, to the Notes Trustee’s or Paying Agent’s arrangements with the Depository (a) if a Note is held by the Trust, by wire transfer in immediately available funds and (b) if a Note has been distributed in physical form by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust and is not represented by a Global Security, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Notes Trustee and Paying Agent at least 15 days prior to the date for payment by the Person entitled thereto.








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Section 2.03.Transfer and Exchange.
(a)    Section 3.06 of the Base Indenture, as supplemented by this Section 2.03, shall apply to the transfer and exchange of the Notes.
(b)    The Security Registrar shall not be required to effect any transfer (other than to the Company or The Depository Trust Company or its nominee) of any individual Security on the Security Register unless (i) it receives a certificate substantially in the form of the Rule 144A Certificate duly executed by the holder or his attorney duly authorized in writing, or (ii) the Company determines that any other exemption from the registration requirements under the Securities Act is available and the Company causes to be delivered to the Security Registrar (if other than the Company) an Officer’s Certificate to such effect; and in each case the Company or the Notes Trustee receives such documentation, including opinions of counsel, requested by the Company or the Notes Trustee in order to confirm compliance with the transfer restrictions set forth herein; provided that, if the requested transfer or exchange is made by the registered holder of an individual Security that does not bear the Restricted Legend, then no certification shall be required. In the event that a Global Security or an individual Security that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Notes Trustee shall deliver a Global Security or an individual Security, as applicable, that does not bear the Restricted Legend. The Company may require from any Person requesting a transfer or exchange in reliance upon this Section 2.03(b) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate.
(c)    No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 without being subject to any conditions as provided in Rule 144; provided that the Company has provided the Notes Trustee with an Officer’s Certificate to that effect. Any individual Security delivered in reliance upon this paragraph will not bear the Restricted Legend.
(d)    The Notes Trustee shall retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note that is not a Global Security (or a beneficial interest therein), and the Company shall have the right to inspect and make copies thereof at any reasonable time upon written notice to the Notes Trustee.
(e)    The Notes Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Second Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Second Supplemental Indenture, and to examine the same to determine compliance on their face as to form with the express requirements hereof.
(f)    In the event that a Depositor Affiliated Owner/Holder requests that the trustee of the Trust exchange Trust Securities for Notes pursuant to Section 5.4(e) of the Trust Declaration, the Notes Trustee shall register the transfer of such Notes to the Depositor Affiliated Owner/Holder or, if requested by such Depositor Affiliated Owner/Holder, cancel such Notes in accordance with Section 3.10 of the Base Indenture. The Company shall provide the Notes Trustee with a copy of any request by any Depositor Affiliated Owner/Holder under Section 5.4(e) of the Trust Declaration promptly after such a request is made, accompanied by an Officer’s Certificate that the exchange complies with the applicable Transaction Agreements and is permitted hereunder.
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(g)    Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order, the Notes Trustee shall authenticate, one or more Global Securities without the Restricted Legend in an aggregate principal amount equal to the aggregate principal amount of the Global Securities bearing the Restricted Legend tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer pursuant to the terms of the Registration Rights Agreement. Concurrently with the issuance of such Global Securities without the Restricted Legend, the Security Registrar shall cause the aggregate principal amount of the Notes bearing the Restricted Legend to be reduced accordingly. After the transfer of any Notes bearing the Restricted Legend during the effectiveness of, and pursuant to, a shelf registration statement with respect to such Notes, all requirements pertaining to the Restricted Legend shall cease to apply (but, for the avoidance of doubt, the requirements that any such Notes be issued in global form shall continue to apply).
Section 2.04.Restricted Legends.
(a)    Except as otherwise provided in paragraph (c) of this Section 2.04, Section 2.03(b), Section 2.03(c) or Section 2.03(g), or unless and until such Note is exchanged for a related Exchange Note or sold in connection with an effective shelf registration statement pursuant to the Registration Rights Agreement, each Note shall bear the Restricted Legend.
(b)    If the Trust distributes the Notes to the holders of the Trust Securities upon its dissolution and termination, then prior to such distribution, the Notes shall, and the Company shall take commercially reasonable efforts to cause the Notes to, be exchanged for one or more Global Securities and the Depository shall be The Depository Trust Company; provided that, if such Notes are not eligible to be settled through The Depository Trust Company at the time of such distribution, such Notes will be distributed in the form of one or more individual Securities. Any such Global Securities shall be Global Securities for purposes of the Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby.
(c)    If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Notes Trustee in an Officer’s Certificate to cancel the Note and issue to the holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the registered holder thereof (or its transferee), that does not bear the Restricted Legend, and the Notes Trustee will comply with such instruction.
(d)    By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Second Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Second Supplemental Indenture and such legend.

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Section 2.05.Defeasance.
The provisions of Sections 13.02 and 13.03 of the Base Indenture will apply to the Notes only after the Notes are distributed to the holders of the Trust Securities upon the dissolution and termination of the Trust.
Section 2.06.No Sinking Fund.
The Notes shall not be entitled to any sinking fund.
Section 2.07.Redemption at the Option of the Company.
The Notes shall be redeemable at the option of the Company on the terms forth in the Notes. The Company shall notify the Notes Trustee of the Optional Redemption Price (as defined in the Notes) of any Notes to be redeemed upon the determination thereof. The Notes Trustee shall not be responsible for calculating said Optional Redemption Price.
Section 2.08. Reports.
At any time that the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, for so long as any Notes are outstanding or may be issued pursuant to the Facility Agreement, furnish or otherwise make available to each holder of the Notes or Trust Securities and to each prospective investor (as designated by such holder of the Notes or the Trust Securities), upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Article III

Miscellaneous
Section 3.01.Effectiveness.
This Second Supplemental Indenture will become effective upon its execution and delivery.
Section 3.02.Relationship to Base Indenture.
To the extent the terms of the Base Indenture are amended by this Second Supplemental Indenture, no such amendment shall in any way affect the terms of any other supplemental indenture or any series of Securities other than the Notes, and the terms of this Second Supplemental Indenture shall relate and apply solely to the Notes.
Section 3.03.Notes Trustee Not Responsible for Recitals.
The recitals contained herein and in the Notes, except the Notes Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Notes Trustee assumes no responsibility for their correctness. The Notes Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture or the Notes. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Notes Trustee shall be applicable in respect of the Notes and of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full.
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The Notes Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by the Notes Trustee at the Corporate Trust Office, and such notice references the Notes and the Indenture.
Section 3.04.Ratification and Incorporation of Base Indenture.
The Base Indenture, as supplemented hereby, is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.05.Governing Law; Waiver of Jury Trial.
This Second Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of laws to the extent the laws of another jurisdiction would be required thereby.
The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to the Indenture and the Notes, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforementioned courts.
EACH OF THE COMPANY, EACH HOLDER (BY ITS ACCEPTANCE OF THE NOTES), AND THE NOTES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 3.06.Separability.
In case any provision in this Second Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.07.Executed in Counterparts.
This Second Supplemental Indenture, and the Notes, may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Section 3.08.Multiple Roles.
The parties expressly acknowledge and consent to The Bank of New York Mellon acting in the capacity of trustee (in such capacity, the “Owner Trustee”) under the Trust Declaration, as Collateral Agent and Securities Intermediary under the Pledge Agreement, and as the Notes Trustee under the Indenture and the Facility Agreement.
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Each of the Owner Trustee, the Securities Intermediary, the Collateral Agent and the Notes Trustee may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent any such conflict or breach arises from the performance by the Owner Trustee of express duties set forth in the Trust Declaration, the Collateral Agent and Securities Intermediary of express duties set forth in the Pledge Agreement or the Notes Trustee of express duties set forth in the Facility Agreement and in the Indenture, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the holders of the Notes.
Section 3.09.FATCA.
In order to comply with Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations thereunder (as in effect from time to time, collectively, the “Applicable Law”), the Company agrees (i) upon reasonable written request of the Notes Trustee to provide to the Notes Trustee reasonably available information in its possession regarding the Company or the holders of the Securities (solely in their capacity as such) and which is necessary for the Notes Trustee to determine whether it has tax related obligations under Applicable Law, and (ii) that the Notes Trustee shall be entitled to make any withholding or deduction in respect of Taxes from payments under the Indenture to the extent necessary to comply with Applicable Law. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted.
Section 3.10.Electronic Means.
In the absence of the Notes Trustee’s gross negligence, fraud or willful misconduct (as adjudicated in a court of competent jurisdiction), the Notes Trustee may rely upon and comply with instructions and directions sent by e-mail by Persons reasonably believed by the Notes Trustee to be authorized to give instructions and directions on behalf of the Company. The Notes Trustee shall have no duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Company (other than to verify that the signature on the e-mail address is the signature or email address of a Person authorized to give instructions and directions on behalf of the Company); and, in the absence of the Notes Trustee’s gross negligence, fraud or willful misconduct (as adjudicated in a court of competent jurisdiction), the Notes Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such instructions or directions. In the absence of the Notes Trustee’s gross negligence, fraud or willful misconduct (as adjudicated in a court of competent jurisdiction), the Company agrees to assume all risks arising out of the use of e-mail to submit instructions and directions to the Note Trustee, including, without limitation, the risk of the Notes Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
 

LINCOLN NATIONAL CORPORATION
By: /s/ Christopher Neczypor
Name: Christopher Neczypor
Title: Executive Vice President and Chief Financial Officer

[Signature Page to Second Supplemental Indenture]



THE BANK OF NEW YORK MELLON,
not in its individual capacity but solely in its capacity as Notes Trustee
By /s/ Glenn G. McKeever
Name: Glenn G. McKeever
Title: Vice President
[Signature Page to Second Supplemental Indenture]
Exhibit A
[Include if Securities of this series are distributed by the Trust in the form of Global Securities — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LINCOLN NATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
(FORM OF 6.792% SENIOR NOTES DUE 2055)
LINCOLN NATIONAL CORPORATION
6.792% Senior Notes due 2055
                
No. [●]                 CUSIP No.: 534187 BW8
                        U.S. $

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [●], or registered assigns, [Include if this Security is issued to the Trust — the principal sum not in excess of the Maximum Amount (as hereinafter defined) reflected on the books and records of the Security Registrar in accordance with the terms of the Indenture][Include if this Security is a Global Security — the principal sum set forth on Schedule I hereto (which amount shall not exceed $500,000,000 at any time)] on May 15, 2055 and to pay interest from and including the Initial Interest Accrual Date (as defined below), or from and including the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing on the May 15 or November 15 immediately following the date of original issuance of this Security (each, an “Interest Payment Date”) on the principal amount outstanding on such Interest Payment Date or on the Maturity Date (as defined below) at the rate of 6.792% per annum until the principal hereof is paid or made available for payment; provided that any principal and any such installment of interest which is overdue shall bear interest at the rate of 6.792% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.



The “Initial Interest Accrual Date” means (i) if this Security is issued prior to November 15, 2025, May 20, 2025, (ii) if this Security is issued after November 15, 2025 and prior to May 15, 2055 (or upon any earlier date of redemption or repayment) (each such date is referred to herein as the “Maturity Date”) and is not issued on any May 15 or November 15, the May 15 or November 15 immediately preceding the date of original issuance hereof, or (iii) if this Security is issued on or after November 15, 2025 and prior to the Maturity Date and is issued on any May 15 or November 15, such May 15 or November 15. If any Interest Payment Date falls on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day in the amount that would otherwise have been due on May 15 or November 15 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. If May 15, 2055 falls on a day that is not a Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a Business Day with the same force and effect as if made on May 15, 2055 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Regular Record Date (as hereinafter defined) immediately preceding such Interest Payment Date, provided that any interest payable at May 15, 2055 or on any Optional Redemption Date (as hereinafter defined) will be paid to the person to whom principal is payable, subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest due on, this Note at the Stated Maturity or upon redemption will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York (which shall initially be the Corporate Trust Office of the Notes Trustee, as Paying Agent, in the City of New York) in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holders on such Regular Record Date and shall be payable as provided in Section 3.08(b) of the Base Indenture. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of interest (including interest on any Interest Payment Date) will be made, subject to the Notes Trustee’s arrangements with the Depository with respect to any Global Securities, (a) if this Note is held by the Trust, by wire transfer in immediately available funds and (b) if this Note has been distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust and is not represented by a Global Security, at the option of the Company, by (i) check mailed to the address of the person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Notes Trustee at least 15 days prior to the date for payment by the person entitled thereto.





“Regular Record Date” means the May 1 or November 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that this Note is held by Belrose Funding Trust II, a Delaware statutory trust (the “Trust”), or in book-entry form only, interest will be paid to the person in whose name this Note is registered at the close of business on the Business Day immediately preceding the Interest Payment Date and (b) if this Note is issued in definitive form to a holder of Trust Securities in exchange therefor after May 1 or November 1 and prior to the next May 15 or November 15, as the case may be, interest shall be payable on such May 15 or November 15 to the persons in whose names the Trust Securities were registered at the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day).

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Notes Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
 




IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

LINCOLN NATIONAL CORPORATION
By
Name: Adam M. Cohen
Title: Senior Vice President, Chief Accounting Officer and Treasurer


By
Name: Christopher Neczypor
Title: Executive Vice President and Chief Financial Officer



Attest:
Name: Nancy A. Smith
Title: Senior Vice President & Secretary



Dated:






Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.

Dated:
 

THE BANK OF NEW YORK MELLON,
as Notes Trustee
Authorized Signatory
 





[Reverse of Note]
LINCOLN NATIONAL CORPORATION
6.792% Senior Notes due 2055
    This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under the Senior Indenture dated as of March 10, 2009 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of August 18, 2020 (the “First Supplemental Indenture”), and supplemented by the Second Supplemental Indenture, dated as of May 20, 2025 (the “Second Supplemental Indenture” and, the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee under the Indenture (hereinafter the “Notes Trustee”, which term includes any successor Notes Trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Notes Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its 6.792% Senior Notes due 2055 (hereinafter called the “Notes”), limited in aggregate principal amount to the Maximum Amount. The Notes of this series are issuable in registered form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
    All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
    [Include if this Security is a Global Security — This Note is exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided in the Indenture.]
    Prior to November 15, 2054 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points less (b) interest accrued to the redemption date, and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.



    On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
    “Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
    The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.



In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
    The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.        
    Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed.
    In the case of a partial redemption, selection of the Notes for redemption will be made, in the case of definitive Notes, pro rata, by lot or by such other method as the Notes Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
    Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
Prior to the dissolution and termination of the Trust, the Company may redeem Notes held by the Trust only in integral multiples of $25,000,000 aggregate principal amount.
The Notes are not entitled to any sinking fund. If an Event of Default shall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
Payment of Additional Interest shall be the sole and exclusive remedy for a Holder of the Notes in the event of a Registration Default (as defined in the Registration Rights Agreement) referred to in Section 4(a) of the Registration Rights Agreement and failure to pay such Additional Interest when due and payable will constitute an Event of Default if such failure to pay continues for a period of 30 days (subject to the terms of Article V of the Base Indenture). No other default under the Registration Rights Agreement shall constitute a default or Event of Default under the Notes or the Indenture.
The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture. The provisions for defeasance and discharge and covenant defeasance set forth in Sections 13.02 and 13.03, respectively, of the Base Indenture shall apply if the Notes are distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust.



Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Notes Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class. After the amendment or supplement is effective, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereunder or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof.
    No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate, and in the coin or currency, herein prescribed.
    As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
    As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.
    No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Company, the Notes Trustee, the Paying Agent, the Security Registrar and any agent of the Company or the Notes Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes (subject to Section 2.02(a) of the Second Supplemental Indenture), whether or not this Note be overdue, and neither the Company, the Notes Trustee nor any such agent shall be affected by notice to the contrary. Except as provided in Section 2.02(a) of the Second Supplemental Indenture, all payments of the principal of and interest due on this Note made to or upon the order of the registered Holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Note.




        No recourse shall be had for payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or, except as provided in the Indenture, successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

    This Note (and if this Note is a Global Security, any beneficial interest herein) shall not be offered, sold, pledged or otherwise transferred except in compliance with the requirements set forth in the legends hereof. If this Note is an individual Security, the Company or the Notes Trustee, as Security Registrar, shall not be required to effect any transfer (other than to the Company or DTC or its nominee) of this Note on the Security Register unless it receives a certificate substantially in the form set forth in Annex A and duly executed by the Holder hereof or his attorney duly authorized in writing, together with other documentation, including any opinions of counsel, requested by the Company or the Notes Trustee in order to confirm compliance with the transfer restrictions set forth herein.



Annex A
Rule 144A Certificate
Lincoln National Corporation
150 N. Radnor-Chester Road
Radnor, Pennsylvania 19087
The Bank of New York Mellon
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attention: Corporate Trust-Specialty Products
Email: logan.zamperini@bny.com
Re:    6.792% Senior Notes due May 15, 2055 (the “Notes”)
of Lincoln National Corporation (the “Company”)
    Reference is made to the Senior Indenture, dated as of March 10, 2009 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of August 18, 2020, and supplemented by the Second Supplemental Indenture, dated as of May 20, 2025 (the Base Indenture, as so amended and supplemented, the “Indenture”), relating to the Notes. Terms used herein and defined in the Indenture or in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.
This certificate relates to U.S.$_____________ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Securities”):
CUSIP No.: 534187 BW8
CERTIFICATE No(s). _____________________
The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that (i) it is the sole registered holder of the Specified Securities, or (ii) it is acting on behalf of all the registered holders of the Specified Securities and is duly authorized by them to do so. Such registered holder or holders are referred to herein collectively as the “Holder”.
The Holder has requested that the Specified Securities be transferred. In connection with such transfer, the Holder hereby certifies that the transfer is being effected in accordance with Rule 144A under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Holder hereby further certifies as follows:
1.    the Specified Securities are being transferred to a person that the Holder and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and





2.    the Holder and any person acting on its behalf have taken reasonable steps to ensure that such transferee of the Specified Securities is aware that the Holder may be relying on Rule 144A in connection with the transfer.
This certificate and the statements contained herein are made for your benefit and the benefit of the Company.
Date: _________________
Very truly yours,

By:
Name:
Title:
Address:


(If the Undersigned, as such term is defined in the third paragraph of this certificate, is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)









Schedule I1
The initial principal amount evidenced by this Security is $[●].
CHANGES TO PRINCIPAL AMOUNT OF THIS SECURITY
Date Principal Amount by which this Security is to be Reduced or Increased, and Reason for Reduction or Increase Remaining Principal Amount of Securities Notation Made by
1     Include Schedule I if this is a Global Security.




Exhibit B
Restricted Legend
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE SECURITIES EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE, OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN REPRESENTS BY ITS PURCHASE AND HOLDING OF THE SECURITIES (OR ANY INTEREST THEREIN) THAT EITHER (1) IT IS NOT (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (B) A “GOVERNMENTAL PLAN” (AS DEFINED IN SECTION 3(32) OF ERISA), A “CHURCH PLAN” (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”) OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, U.S. DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE, OR (2) THE PURCHASE AND HOLDING OF THE SECURITIES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR UNDER ANY APPLICABLE SIMILAR LAWS.
LINCOLN NATIONAL CORPORATION RESERVES THE RIGHT TO MODIFY THE FORM OF THE SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN



APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE SECURITIES GENERALLY. EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.
EX-10.2 4 exhibit102-lnc2q2025.htm EX-10.2 Document
Exhibit 10.2
THE SEVERANCE PLAN FOR OFFICERS OF
LINCOLN NATIONAL CORPORATION
(Amended and Restated effective as of May 21, 2025)

Purpose and Interpretation

This amendment and restatement of The Severance Plan for Officers of Lincoln National Corporation (the “Plan”) is effective as of May 21, 2025. This document amends and restates the August 22, 2024 version of the Plan.

This Plan is intended to be (a) a “separation pay plan” that complies with an exception to section 409A of the Internal Revenue Code of 1986, as amended, and the official guidance issued thereunder, and (b) an unfunded “top hat” employee welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended, that covers a select group of management and highly compensated employees. It is further intended that benefits under this Plan shall be paid only in cases of “Involuntary Termination” other than for “Cause,” as such terms are defined under Article I below. Notwithstanding any other provision herein to the contrary, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Article I: Definitions

“Applicable Cap” means the lesser of: (a) two times (2x) the sum of the Officer’s annual rate of pay determined as of December 31st of the calendar year prior to the year in which the Officer’s actual separation from service occurs, or (b) two times (2x) the maximum amount that may be taken into account under a tax-qualified retirement plan pursuant to Code section 401(a)(17) in effect for the calendar year in which the Officer’s actual separation from service occurs ( $350,000 for calendar year 2025; as indexed thereafter). In calculating the Applicable Cap, all amounts that are defined as payments under a “separation pay plan” sponsored by the Corporation for an individual Officer are aggregated.

“Cause” means (a) a conviction of a crime that is job related or that may otherwise cause harm to the reputation of the Corporation; (b) any act or omission detrimental to the conduct of business of the Corporation; (c) inability to obtain or retain proper licenses; (d) theft, dishonesty, fraud or misrepresentation; (e) failure to cooperate or be truthful in connection with an investigation related to the Corporation; (f) violation of any rule or regulation of any regulatory agency or self-regulatory agency; or (g) violation of any policy or rule of the Corporation. For an Officer who is a Senior Vice President, Vice President, or Assistant Vice President, the determination of the existence of “Cause” shall be made in the sole discretion of the Corporation’s Chief Human Resources Officer or his or her delegate. For the President & Chief Executive Officer or an Officer who is an Executive Vice President, the determination of the existence of “Cause” shall be made in the sole discretion of the Compensation Committee of the Lincoln National Corporation Board of Directors.



“Change of Control” shall have the same meaning as used and/or defined under the Change of Control Plan, on the day immediately prior to the Change of Control.

“Change of Control Plan” means the Lincoln National Corporation Executives’ Severance Benefit Plan.

“Code” means the Internal Revenue Code of 1986, as amended.

“Corporation” means Lincoln National Corporation, the Plan sponsor, and its affiliates.

“Effective Date” means May 21, 2025.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Involuntary Termination” or “Involuntarily Terminated” means an Officer’s actual “involuntary separation from service,” as defined under Code section 409A and the official guidance issued thereunder, from a Participating Employer. The terms “Involuntary Termination” and “Involuntarily Terminated” do not include any situation where: (a) the Officer tenders a resignation to a manager or other Officer of the Corporation; (b) the Officer’s current work arrangement category changes because of business needs; (c) the Officer fails to return to work after the end of an approved leave of absence in accordance with the applicable leave policy of the Corporation; or (d) the Officer incurs an involuntary separation from service due to failure to return to work after having been approved for a benefit under the Lincoln National Corporation Employees’ Long Term Disability Plan.

“Key Employee” means any Officer who, as of the date of his or her Involuntary Termination other than for Cause, is treated as a “specified employee” under Code section 409A(a)(2)(B)(i) (i.e., a key employee as defined in Code section 416(i) without regard to paragraph (5) thereof). Key Employees shall be determined in accordance with Code section 409A using December 31st as the determination date. A listing of Key Employees as of any determination date shall be effective for the 12-month period beginning on the April 1st following the determination date.

“Officers” means those officers listed in the Corporate Directory for each Participating Employer. The list of officers is maintained by the Corporation and is posted on its intranet site at:

http://one.lfg.com/ourpeople/orgcharts/Pages/default.aspx

    -2-

“Participating Employer” means Lincoln National Corporation and any of its affiliates listed in Appendix A to this Plan.

“Plan Administrator” means the Lincoln National Corporation Benefits Committee. The Plan Administrator shall have complete discretion to interpret the Plan, to resolve issues relating to eligibility to receive benefits under the Plan, to determine the amount of benefits payable under the Plan, and to take whatever action it believes is necessary or desirable for such administration. For purposes of Article IX of the Plan, the Plan Administrator has delegated to the Lincoln National Corporation Benefits Appeals Committee the responsibility and authority to act as “Claims Administrator” and “Appeals Administrator,” respectively.

Article II: Eligibility for Benefits

The benefits provided under this Plan are the Severance Pay benefit described in Article III below and, if applicable, the Severance Stipend benefit described in Article IV below.

In order to qualify for benefits under this Plan, the Officer must satisfy each of the three (3) requirements set forth below:

(a)     The Officer must be Involuntarily Terminated other than for Cause on or after the Effective Date;

(b)     The Officer must remain actively at work and satisfactorily perform his or her job duties until the last day that the Officer’s services are required by the Corporation; and

(c)     The Officer must sign (and not revoke) a Severance Agreement and General Release (or similar release document) satisfactory to the Corporation (“Agreement”) that becomes effective, which shall include provisions calling for forfeiture and/or claw back of all but three (3) weeks of benefits payable or paid under this Plan in the event the Officer solicits or attempts to solicit employees or customers of the Corporation, reveals confidential information belonging to the Corporation, or otherwise violates the terms of the Agreement, unless otherwise prohibited by law.

Benefits are not payable under this Plan unless each of the above requirements of this Article II is satisfied, and the Officer continues to satisfy such requirements throughout the duration of the Officer’s Severance Period set forth in Article III below.

Officers are not eligible to participate in or receive benefits from the Lincoln National Corporation Severance Pay Plan. This Plan shall pay benefits following an Officer’s Involuntary Termination other than for Cause, which includes a “Job Elimination” as that term is defined under the Lincoln National Corporation Severance Pay Plan, provided such Officer satisfies the requirements for benefits under this Plan.
    -3-


Any Officer who is Involuntarily Terminated either for Cause or for unsatisfactory performance that does not meet expectations after coaching or counseling shall not be eligible for benefits under this Plan or any other plan, program or arrangement sponsored by the Corporation calling for severance or severance-like payments or stipend or stipend-like payments.

Article III: Amount of Severance Pay

Severance Pay is the greater of the Officer’s:

(a)     Annual base salary in effect at the time of Involuntary Termination other than for Cause plus the Officer’s Annual Incentive Program target bonus dollar amount for the calendar year in which the Officer’s Involuntary Termination other than for Cause occurs, divided by 52; or

(b)     Established compensation, if applicable, in effect at the time of Involuntary Termination other than for Cause plus the Officer’s Annual Incentive Program target bonus dollar amount (if any) for the calendar year in which the Officer’s Involuntary Termination other than for Cause occurs, divided by 52.

The Severance Period is the length of time during which an Officer receives Severance Pay. The applicable Severance Period is generally based on an Officer’s title as set forth below:

Officer Title                Severance Period

    Assistant Vice President    39 weeks*
    Vice President    39 weeks*
    Senior Vice President    52 weeks
    Executive Vice President    78 weeks
    President & Chief Executive Officer    104 weeks

*     The Severance Period for Officers who are Assistant Vice Presidents or Vice Presidents of Participating Employers shall be the greater of: (i) 39 weeks or (ii) the Severance Period set forth in Appendix B to this Plan based on such Officer’s length of service with the Corporation.

In the event an Officer dies during his or her Severance Period, any remaining Severance Pay shall be paid in a cash lump sum to the deceased Officer’s estate as soon as practicable but in no event later than 90 days after the date of death.
    -4-

For Officers who are employed as of the date of a Change of Control and who are Involuntarily Terminated other than for Cause within two (2) years after such Change of Control, Severance Pay will be calculated pursuant to its definition above, but the Severance Period shall be increased to 150% of the scheduled length determined pursuant to this Article III and Appendix B, as applicable.

See Article VIII below for more information regarding the coordination of the Severance Pay benefit payable under this Plan, and similar benefits under the Change of Control Plan, or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.

Article IV: Amount of Severance Stipend

Any Officer who satisfies the eligibility requirements for Plan benefits set forth in Article II and who is enrolled in a medical plan sponsored by the Corporation at the time of his or her Involuntary Termination other than for Cause shall be entitled to the Severance Stipend. The Severance Stipend is a flat rate for each week of an Officer’s Severance Period, as determined pursuant to Article III above, and is based upon the Officer’s level of coverage under a medical plan sponsored by the Corporation as set forth below:

Level of Coverage in Medical Plan at Time of Involuntary Termination
Severance Stipend Amount per Week of Severance Period
Employee only
$150
Employee + spouse/domestic partner
$300
Employee + child(ren)
$270
Employee + family
$420
Not enrolled in Medical Plan
$0

See Article VIII below for more information regarding the coordination of the Severance Stipend benefit payable under this Plan, and similar benefits under the Change of Control Plan, or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.

Article V: Timing of Payments

In general, payments under this Plan will be paid, or begin to be paid, as soon as practical, but in no event later than 90 days, after the date the Officer satisfies the requirements of Article II above. However, if an Officer is approved for benefits under the Lincoln National Corporation Employees’ Short Term Disability Plan (“STD Plan”) after being notified by a Participating Employer of the Officer’s Involuntary Termination other than for Cause but prior to his or her actual involuntary separation from service date, payments under this Plan shall commence no later than 30 days after such approved disability period under the STD Plan has ended, provided the requirements of Article II above have otherwise been satisfied.
    -5-

No interest or other compensation will be paid to the Officer in consideration of such delay.

Notwithstanding the foregoing, for amounts in excess of the Applicable Cap that are payable to a Key Employee or any amount of Plan benefits payable to a Key Employee covered under the Change of Control Plan, benefits under this Plan will begin to be paid no earlier than the first day of the month that is a full six (6) months after the date of the Key Employee’s Involuntary Termination other than for Cause. No interest or other compensation will be paid to the Key Employee in consideration of such delay.

In no event shall Severance Pay be paid later than December 31st of the second calendar year following the calendar year in which the Officer’s Involuntary Termination other than for Cause occurs.

Article VI: Form of Payment

Severance Pay. Except as provided below, Severance Pay is paid bi-weekly during the applicable Severance Period. Each bi-weekly payment of Severance Pay is considered a separate payment for purposes of Code section 409A.

For Officers who are employed as of the date of a Change of Control and who are Involuntarily Terminated other than for Cause within two (2) years after such Change of Control, benefits under this Plan will be paid in a cash lump sum as soon as practical, but not later than 90 days, after the date the Officer satisfies the requirements of Article II above. Such benefits shall be calculated as described in Articles III and IV above.

Severance Stipend. The Severance Stipend is paid in a cash lump sum at the beginning of the applicable Severance Period.

Article VII: Additional Restrictions on Eligibility for Severance Benefits

(a)Suitable Job. Severance benefits are not payable to any Officer who refuses an offer of or a transfer to a “suitable job” with the Corporation. In no event is a job “suitable” if the annual base salary is less than 80% of the Officer’s annual base salary immediately prior to the transfer. The determination of whether a position is a “suitable job” will be made by the Corporation’s Chief Human Resources Officer or his or her delegate.

Notwithstanding the foregoing, severance benefits are not payable under this Plan if:

    -6-

(i)The Officer is a member of the Corporate Leadership Group or has an annual base salary in excess of U.S. $200,000, and is offered the same job, a “substantially similar job,” or a higher level job (as determined by the Corporation’s Chief Human Resources Officer or his or her delegate) in another location (even if it does entail more duties and responsibilities), if the Corporation offers the standard relocation benefit for the business entity or Participating Employer applicable to such individual, and such individual refuses to relocate, regardless of the location of the new jobsite;

(ii)At the time the Officer was hired, promoted, or transferred to his or her current position, the Officer was expressly informed that relocation to another location was a job requirement; or

(iii)At the time the Officer was hired, promoted, or transferred to his or her current position, the Officer was expressly informed that rotation to another job, whether in the same or different location, as part of a planned development program was a job requirement.
(b)Substantially Similar Job. Severance benefits are not payable under this Plan to any Officer who is Involuntarily Terminated other than for Cause and who is offered a “substantially similar job” in the following and similar instances:

(i)The Involuntary Termination other than for Cause is the result of the sale of a subsidiary or affiliate of the Corporation and the substantially similar job offered is a result of the sale;

(ii)The Involuntary Termination other than for Cause is the result of the transfer or sale of all or a portion of a business unit or of a line of business of the Corporation and the substantially similar job offered is a result of the transfer or sale; or

(iii)The Involuntary Termination other than for Cause is the result of the transfer of duties or functions through “outsourcing,” and the substantially similar job offered is with the outsource vendor. For purposes of this Plan, the term “outsourcing” means the transfer of duties or functions historically performed by employees of the Corporation to another organization pursuant to an agreement between the Corporation and such organization to provide those services.

In no event is an offered job “substantially similar” if the annual base salary is less than 80% of the Officer’s annual base salary at the time such job is offered. The determination of what constitutes a “substantially similar job” will be made by the Corporation’s Chief Human Resources Officer or his or her delegate.
    -7-


(c)Sale of Affiliate or Subsidiary. In the event of a sale of an affiliate or subsidiary of the Corporation, severance benefits are not payable under this Plan to any Officer whose employment continues with that affiliate or subsidiary.

Article VIII: Coordination with Other Plans, Programs & Arrangements
Retirement Plans. With respect to an Officer who is a participant in the Lincoln National Corporation Retirement Plan for Employees Hired Prior to January 1, 2008, the length of such Officer’s Severance Period will not count in the determination of whether that Officer is age 53 or older at the time of his or her termination of employment (actual separation from service).

Any Severance Pay or Severance Stipend payable pursuant to this Plan is not eligible to be contributed to any of the Corporation’s qualified savings or 401(k) plans, nor eligible to be deferred under any of the Corporation’s non-qualified savings or deferred compensation arrangements. No Severance Pay or Severance Stipend is considered in the calculation of benefits under any of the Corporation’s qualified or non-qualified defined benefit plans.

Paid Time Off. In addition to the benefits described in this Plan, an Officer will receive a cash lump sum payment for accrued but unused managed time hours as set forth in the Corporation’s Paid Time Off Policy.

If an Officer is paid Severance Pay under this Plan and is paid for accrued but unused managed time hours as provided above, and is then subsequently rehired (other than as a temporary employee) by the Corporation or one of its affiliates within one year after such Involuntary Termination other than for Cause, Severance Pay will cease and the Officer shall not be eligible to be re-credited with any managed time hours that have already been used or paid out.

Previous Payment of Severance Benefits. Any Officer who has previously been paid severance benefits by the Corporation or any affiliate, and is subsequently rehired, and is determined to be eligible for benefits under this Plan, will have any benefits under this Plan calculated without including any past periods of service to the extent that previous severance benefits were paid with respect to such past periods of service.
Other Severance or Severance-Type Benefits. Any amounts of Severance Pay and Severance Stipend payable under this Plan shall be reduced, or offset, on a dollar-for-dollar basis, by the amount of any severance pay and severance stipend that may also be payable to the Officer under any other plan, program, contract or arrangement sponsored by the Corporation calling for the payment of severance or severance-like payments or stipend or stipend-like payments.
    -8-


In addition, if the Officer is also eligible for benefits pursuant to the terms of the Change of Control Plan, then any amount of Severance Pay and Severance Stipend payable to the Officer under this Plan shall offset or reduce the amount payable to the Officer under the Change of Control Plan.

Except as expressly provided herein, particularly as to the amount of Severance Pay, Severance Stipend, and/or as to the coordination of benefits provisions in this Plan, this Plan does not amend or otherwise modify the provisions of any of the plans, programs, arrangements or agreements established, maintained or entered into by the Corporation for the purpose of providing benefits to employees.

Article IX: Claim for Benefits & Appealing a Denied Claim

ERISA Claims Procedures. Any claim for benefits under this Plan shall be made in accordance with the procedures set forth in this Article IX. It is intended that the following claims procedures at all times be in compliance with the claims procedure regulations of the U.S. Department of Labor set forth in 29 C.F.R. section 2560.503-1.
General Procedures. The Plan Administrator or its delegate shall establish administrative processes and safeguards designed to ensure and to verify that all benefit claim determinations under this Plan are made in accordance with this document and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated Officers.

(a)    Initial Claim. An employee of a Participating Employer who believes he or she is entitled to benefits under this Plan may make a claim for those benefits (such employee being a “Claimant”) by submitting a written notification of his or her claim of right to such benefits to the Claims Administrator (see definition of “Plan Administrator” under Article I), in the manner prescribed by Claims Administrator.

(b) Timing of Benefits Determinations. If a claim is wholly or partially denied (an “Adverse Benefit Determination”), the Claims Administrator shall notify the Claimant of the Adverse Benefit Determination within a reasonable period of time, but not later than 90 days after receipt of the claim by the Claims Administrator, unless the Claims Administrator determines that special circumstances require an extension of time for processing the claim. If the Claims Administrator determines that an extension of time for processing is necessary, then written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render a decision on the claim.
    -9-

(c)    Manner and Content of Notice of Adverse Benefit Determination. The Claims Administrator shall provide a Claimant with written or electronic notification of any Adverse Benefit Determination. Electronic notifications shall comply with standards imposed under 29 C.F.R. sections 2520.104b-1(c)(1)(i), (iii) and (iv). The notification shall set forth, in a manner calculated to be understood by the Claimant:
(i)     the specific reason or reasons for the Adverse Benefit Determination;
(ii)     reference to the specific Plan provisions on which the determination is based;
(iii)     a description of any additional material or information necessary for the Claimant to protect the claim and an explanation of why such material or information is necessary; and
(iv)     a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review.
Appeal of Adverse Benefit Determinations. The Plan shall provide:
(a)     the Claimant 60 days following receipt of notification of an Adverse Benefit Determination within which to appeal the determination;
(b)     the Claimant the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;
(c)        for a review that takes into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination; and
(d)        the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits.
Timing of Notification of Benefit Determination on Review. The Appeals Administrator (see definition of “Plan Administrator” under Article I) shall notify a Claimant in accordance with this Article IX of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s request for review by the Plan, unless the Appeals Administrator determines that special circumstances require an extension of time for processing the review of the claim.
    -10-

If the Appeals Administrator determines that the extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Appeals Administrator expects to render the determination on review.
For purposes of this Article IX, the period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is filed, in accordance with the Plan’s procedures, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing. In the event that a period of time is extended due to a Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall be suspended from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

Furnishing documents. In the case of an Adverse Benefit Determination on review, the Appeals Administrator shall provide such access to, the copies of, documents, records, and other information described below, as appropriate.

Manner and Content of Notification of Benefit Determination on Review. The Appeals Administrator shall provide a Claimant with written or electronic notification of the Appeals Administrator’s benefit determination on review. Electronic notifications shall comply with standards imposed under 29 C.F.R. sections 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notification shall set forth, in a manner calculated to be understood by the Claimant:

(a)the specific reason or reasons for the adverse determination;

(b)reference to the specific Plan provisions on which the determination is based;

(c)    a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and
(d)    a statement of the Claimant’s right to bring an action under section 502(a) of ERISA.
Litigation. To operate and administer the claims procedure in a timely and efficient manner, any Claimant whose appeal with respect to a claim for benefits under this Plan has been denied, and who desires to commence a legal action with respect to such a claim, must commence such action in a court of competent jurisdiction within one year after receipt of notification of such denial.
    -11-

Failure to file such action by the prescribed time will forever bar the commencement of such action.

Article X: Amendment and Termination

This Plan may be amended at any time and from time to time, or terminated at any time, by the Corporation. This Plan may be amended by action of the Compensation Committee of the Corporation’s Board of Directors at a meeting held either in person or by telephone or other electronic means, or by unanimous consent in lieu of a meeting. The Compensation Committee may delegate this amendment power to an Officer of the Corporation. The Chief Executive Officer of the Corporation may amend this Plan if such amendment is (a) in the opinion of counsel, required by local, state or federal law or regulation or (b) estimated to cost the Corporation no more than $15,000,000 (actuarial present value of all Plan amendments made in the same year) for the next five (5) calendar years after the effective date of such amendment.


















    -12-

IN WITNESS WHEREOF, the Compensation Committee of the Lincoln National Corporation Board of Directors has approved this Amendment and Restatement of the Plan this 21st day of May, 2025.


                    






    -13-

APPENDIX A

Participating Employers
As of May 21, 2025



Lincoln Investment Management Company

Lincoln Life & Annuity Company of New York         

Lincoln National Corporation        

Lincoln National Management Corporation     

The Lincoln National Life Insurance Company     




    -14-

APPENDIX B


Severance Period Schedule
(As of May 21, 2025)

As set forth in Article III of the Plan, this Appendix B applies only to Assistant Vice Presidents and Vice Presidents of Participating Employers.
LENGTH OF SERVICE* LENGTH OF SEVERANCE PERIOD
Less than 3 years 39 weeks
3 years 39 weeks
4 years 39 weeks
5 years 39 weeks
6 years 39 weeks
7 years 39 weeks
8 years 39 weeks
9 years 39 weeks
10 years 39 weeks
11 years 39 weeks
12 years 39 weeks
13 years 39 weeks
14 years 39 weeks
15 years 39 weeks
16 years 39 weeks
17 years 39 weeks
18 years 39 weeks
19 years 39 weeks
20 years 40 weeks
21 years 42 weeks
22 years 44 weeks
23 years 46 weeks
24 years 48 weeks
25 years 50 weeks
26 years or more 52 weeks

*An Officer’s length of service will be the whole number of years of the Officer’s continuous employment with the Corporation, measured from the Officer’s seniority date as reflected in the Corporation’s human resource information system, with a year of service being credited on each succeeding anniversary of the Officer’s seniority date. Partial years are not credited.


    -15-
EX-31.1 5 exhibit311-lnc10qx2q2025.htm EX-31.1 Document



Exhibit 31.1

Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

I, Ellen G. Cooper, President and Chief Executive Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Lincoln National Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: July 31, 2025
 /s/ Ellen G. Cooper
Name: Ellen G. Cooper
Title: President and Chief Executive Officer



EX-31.2 6 exhibit312-lnc10qx2q2025.htm EX-31.2 Document





Exhibit 31.2

Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

I, Christopher Neczypor, Executive Vice President and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lincoln National Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: July 31, 2025
/s/ Christopher Neczypor
Name: Christopher Neczypor
Title: Executive Vice President and Chief Financial Officer

EX-32.1 7 exhibit321-lnc10qx2q2025.htm EX-32.1 Document

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: July 31, 2025
/s/ Ellen G. Cooper
Name: Ellen G. Cooper
Title: President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 8 exhibit322-lnc10qx2q2025.htm EX-32.2 Document

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the “Company”), hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: July 31, 2025
/s/ Christopher Neczypor
Name: Christopher Neczypor
Title: Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.