Lincoln
Financial Group®
Lincoln National Corporation 2005 Annual Report
To Shareholders
To Our Shareholders:
If I had been permitted to write a script for Lincoln’s 2005 accomplishments, I couldn’t have created a
better scenario than our actual results. What an incredible year 2005 was for this organization. By every measure,
from the bottom line to market share gains, Lincoln produced one of the finest performances in its 100 year
history.
We established ourselves as an industry leader in 2005. On June 10, Lincoln celebrated its centennial
anniversary – a century of excellence that began with a humble request to name a new insurance company after
the 16th U.S. president. Lincoln employees everywhere celebrated our history on that day, and collectively
demonstrated our pride in the company’s accomplishments and dedication to its shared values.
We also announced a new chapter in Lincoln’s history, the merger with Jefferson-Pilot Financial. The
critical mass of this synergistic joining of forces made the entire industry sit up and pay attention. Two
organizations, each with a century of experience, announced plans to unite and create a new force in the financial
services industry. With little overlap and tremendous opportunity to capitalize on each other’s product line and
distribution capabilities, the new Lincoln will boast a balanced portfolio, superior ratings and strong market
positions across multiple products.
The perfect accompaniment to these high profile occurrences during the year was the steady drum beat of
superior business results. This is clearly where Lincoln shone the brightest during 2005. Financial highlights help
tell the story:
•
•
•
record gross deposits for the year of $40 billion, a 31% increase over prior full year results
aggregate net flows of $20.2 billion for the year, another record that exceeded 2004 levels by 39%
$10.3 billion in gross deposits in the Lincoln Retirement segment, besting last year’s gross deposits by
14% and demonstrating continued growth in a critical area for Lincoln
• Net income of $831 million for the year, as compared to $707 million for 2004
• Return on equity for the year, derived from income from operations, reached 15.4%
Advancing On Multiple Fronts
This remarkable performance in 2005 takes on even greater significance when you consider some of the
underlying developments that took place. While the above numbers describe what we accomplished, recognition
such as that received from Working Mother magazine, the American Association of Retired Persons (AARP) and
the Wall Street Journal feted Lincoln for how we did it.
Lincoln was one of only four companies to consistently be ranked among the 100 best companies for
working mothers, an honor we’ve earned 19 out of the past 20 years. AARP named Lincoln one of the best
employers for workers over the age of 50, an honor we’ve received for three consecutive years. And the Wall
Street Journal, in an article recognizing financial services companies for effective outreach to baby boomers,
applauded our Hello Future.SM campaign as an example of our understanding of the retirement revolution and
“the power of unconventional thinking.”
These accolades from independent sources all speak to our dedication to excellence and our shared values.
We’ve obviously worked diligently to achieve the record business results mentioned above. But we’ve worked
just as hard to position ourselves as an employer of choice, a leader in the marketplace and a valued corporate
neighbor in the communities we serve. I believe these seemingly disparate events are connected and a
competitive advantage.
Retirement Revolution
Everywhere you look there is evidence of the explosive influence of the baby boomer generation on our
industry. Every one of our competitors has tuned their marketing and advertising approach accordingly. Lincoln
is leaning into the curves in this race for share of mind, and it is a critical race indeed. Estimates put the
economic might of baby boomers awakening to their retirement needs at roughly $8 trillion, so it is also a race
for share of wallet.
For the next few decades, baby boomers approaching their retirement years will be seeking information,
products and advice from companies that understand their unique needs. Lincoln established a beachhead with its
first Long Life Survey, and expanded its information base with the establishment of the Lincoln RetirementSM
Institute in 2005. The Institute’s website, www.lfg.com/retire, gives baby boomers an electronic repository of
information, articles and calculators to help them make informed decisions.
We also reached out to our partner firms through a series of retirement income summits designed to give
broker/dealers and financial advisors the background, facts and data they will need to assist baby boomers in
painting a realistic retirement picture. Nationally recognized economists and authors on the subject served as
keynote speakers during these summits, and helped to deepen our relationships with our partner firms.
All of these efforts showcased the true work of art, our portfolio of products. As we’ve driven the message
of how critical lifetime income is as a necessary ingredient to a comfortable retirement, we’ve also witnessed a
corresponding rise in variable annuity deposits. i4LIFE Advantage® elections in 2005 broke the $1 billion
barrier, with 85% of that being new money. Our messages to consumers through our advertising and the Lincoln
Retirement Institute, and to financial advisors through our wholesalers and our retirement income summits, are in
sync with the needs of baby boomers seeking to lead the retirement revolution. The outcome is evident in our
financial results.
Retail premiums for our suite of life insurance products also rebounded in 2005, reaching a record $845
million, with Variable Universal Life (VUL) sales up 26% over 2004 results. This segment of our business takes
on even more importance now that the merger with Jefferson-Pilot is complete, as the life insurance business was
one of its areas of strength.
Excellence At Every Turn
There were great stories to tell across the entire Lincoln landscape for 2005. Lincoln Financial Distributors,
for example, has shifted into a higher gear when it comes to strengthened relationships with partner firms. LFD’s
retail sales for 2005 provide proof of their effort to be the partner of choice for life insurance, annuities and
investment management products. Just looking at the top 10 key accounts (representing two thirds of total LFD
sales) there was a 28% increase in sales over 2004. Again, there are other elements to LFD’s success that aren’t
purely based on the numbers. Our wholesaling force is becoming more seasoned. We are simply better at doing
what we do than we’ve ever been before, which correlates directly to productivity and results.
Lincoln Financial Advisors has completed the roll out of its Consistency of Excellence operating model,
designed to create a new national support model that provides the tools and information demanded by today’s
savvy clients. The percentage of financial advisors who have signed on is higher than projected, and the building
blocks are now in place for LFA to surge ahead in productivity and client satisfaction.
Delaware Investments produced record combined deposits of $28.7 billion for the year, up an amazing 41%
over previous year to date totals, with net flows of nearly $16 billion (a 55% increase over 2004 levels).
Delaware’s record-setting results are only part of the success story. Our investment management business has
been able to attract some of the best and brightest talent in the industry, leading to Delaware’s enhanced
reputation in the investment management business.
Merger Activity
In October we announced our intention to merge with Jefferson-Pilot Financial, a deal which closed on
April 3, 2006. In the course of a few short months we and our colleagues at Jefferson-Pilot had to map out an
intricate and detailed plan for bringing these two organizations together.
Multiple bipartisan teams quickly organized and set about the task of doing just that. Yet each person with a
responsibility to these merger teams also had their daily duties to attend to. I am proud of each and every
employee who has managed to keep an eye on the ball and meet their business goals while making progress on
integration planning. At a time when distractions and countless demands for attention are the rule and not the
exception, employees from Lincoln and Jefferson-Pilot organized, strategized, and self-actualized to get the job
done. Now that job is complete, and the new Lincoln will be a formidable competitor with a well balanced
product mix and a solid value proposition.
Looking Ahead
Although the purpose of an annual report is to provide perspective on the past year, it also serves as a lens
through which one can get a glimpse of the future. From where I sit, Lincoln’s future is bright and full of
promise.
There is the promise of a larger and more robust distribution network, one that can grow its capabilities to
reach and serve multiple channels of wholesale product distribution while raising the bar of excellence and
leadership for the entire industry.
There is the promise of an expanded financial advisor network with multiple and synergistic operating
models, one that is focused on both the needs of the mass affluent market and the evolving services required by
high net worth individuals.
And there is the promise of new business ventures like Employer Markets; an impressive array of products
springing from combined portfolios and robust life and annuity centers of excellence; and increased opportunities
within the new Lincoln for Investment Management to capitalize on its emergence as a premier fund manager.
I appreciate your support during what was without question one of Lincoln’s best years ever. I look forward
to your continued support as we mine the opportunities the merger with Jefferson Pilot Financial will provide.
Sincerely,
Jon A. Boscia
Chairman and Chief Executive Officer
March 14, 2006
Forward-Looking Statement — Cautionary Language — Statements in this letter that are not historical facts
are forward-looking statements. Actual results may differ materially from those projected in the forward-looking
statements. See “Forward-Looking Statements — Cautionary Language” beginning on page 35 and “Risk
Factors” beginning on page 24.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
È Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
‘ 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
(State or other jurisdiction of
incorporation or organization)
1500 Market Street, Suite 3900, Philadelphia, Pennsylvania
(Address of principal executive offices)
35-1140070
(I.R.S. Employer
Identification No.)
19102-2112
(Zip Code)
Registrant’s telephone number, including area code:
(215) 448-1400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Common Share Purchase Rights
$3.00 Cumulative Convertible Preferred Stock, Series A
7.65% Trust Preferred Securities, Series E*
6.75% Trust Preferred Securities, Series F*
Name of each exchange on which registered
New York, Chicago and Pacific
New York, Chicago and Pacific
New York and Chicago
New York
New York
* Issued by Lincoln National Capital V and Lincoln National Capital VI, respectively. Payments of distributions and payments on
liquidation or redemption are guaranteed by Lincoln National Corporation.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant
Act. Yes È No ‘
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No È
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 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 È No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer in Rule
12b-2 of the Exchange Act. (Check one)
Large accelerated filer È
Indicate by check mark whether
the registrant
Accelerated filer ‘
is a shell company (as defined in Rule 12b-2 of
Non-accelerated filer ‘
the Exchange
Act) Yes ‘ No È
The aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing price
of these shares on the New York Stock Exchange) as of the last business day of the registrant’s most recently completed second
fiscal quarter was $8.1 billion.
As of February 28, 2005, 174,820,963 shares of common stock of the registrant were outstanding.
Documents Incorporated by Reference:
Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for June 9, 2006 have been
incorporated by reference into Part III of this Form 10-K.
Item
1.
Business
Lincoln National Corporation
Table of Contents
PART I
Overview
Business Segments and Other Operations:
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Reinsurance
Reserves
Investments
Ratings
Regulatory
Employees
Available Information
1A. Risk Factors
2.
3.
4.
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
Executive Officers of Registrant
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
6.
Selected Financial Data
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements—Cautionary Language
Introduction
Executive Summary
Recent Developments
Critical Accounting Policies
Equity Market Guidance
Results of Consolidated Operations
Consolidated Results
Results of Operations by Segment
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Consolidated Investments
i
Page
1
1
3
8
11
15
15
16
16
17
17
19
23
23
24
31
31
31
32
33
34
35
35
37
37
40
40
47
48
48
51
52
59
63
68
71
74
Item
Reinsurance
Review of Consolidated Financial Condition
Liquidity and Capital Resources
Shareholders’ Equity
Other Matters
Other Factors Affecting Our Business
Recent Accounting Pronouncements
Acquisitions and Divestitures
Restructuring Activities
7A. Quantitative and Qualitative Disclosures About Market Risk
8.
Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
10. Directors and Executive Officers of the Registrant
11. Executive Compensation
PART III
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions
14. Principal Accountant Fees and Services
PART IV
15. Exhibits and Financial Statement Schedules
Signatures
Index to Financial Statement Schedules
Index to Exhibits
Page
84
85
85
91
92
92
92
92
92
93
102
165
165
165
166
166
166
167
167
167
168
FS-1
E-1
ii
PART I
The “Business” section and other parts of this Form 10-K contain forward-looking statements that involve inherent
risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, and
containing words such as “believes,” “estimates,” “anticipates,” “expects” or similar words are forward-looking statements.
Our actual results may differ materially from the projected results discussed in the forward-looking statements. Factors that
could cause such differences include, but are not limited to, those discussed in “Risk Factors” beginning on page 24 and in
the “Cautionary Statements” in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of
Operations” (“MD&A”).
Item 1. Business
OVERVIEW
Lincoln National Corporation (“LNC” which also may be referred to as “we” or “our” or “us”) is a holding company,
which operates multiple insurance and investment management businesses through subsidiary companies. LNC was
organized under the laws of the state of Indiana in 1968, and maintains its principal executive offices in Philadelphia,
Pennsylvania. “Lincoln Financial Group” is the marketing name for LNC and its subsidiary companies. At December 31,
2005, LNC had consolidated assets of $124.8 billion and consolidated shareholders’ equity of $6.4 billion.
Through our business segments, we sell a wide range of wealth protection and accumulation products. These products
include fixed annuities, variable annuities, universal life insurance, variable universal life insurance, term life insurance, other
individual insurance coverages, retail mutual funds, “529” college savings plans and managed accounts. We have four
business segments: 1) Lincoln Retirement, 2) Life Insurance, 3) Investment Management and 4) Lincoln UK. We also have
an “Other Operations” category that includes the financial data for the operations of Lincoln Financial Advisors (“LFA”) and
Lincoln Financial Distributors (“LFD”), our retail and wholesale distributors, and for operations that are not directly related
to the business segments, unallocated corporate items (such as corporate investment income, interest expense on short-term
and long-term borrowings and other expenses), and the historical results of the former Reinsurance segment, which was sold
to Swiss Re in the fourth quarter of 2001, along with the ongoing amortization of deferred gain on the indemnity reinsurance
portion of the transaction with Swiss Re.
Financial information in the tables that follow is presented in conformity with accounting principles generally accepted
in the United States of America (“GAAP”), unless otherwise indicated. Certain reclassifications have been made to prior
periods’ financial information to conform to the 2005 presentation. We provide revenues, income (loss) from operations and
assets attributable to each of our business segments and Other Operations as well as revenues derived inside and outside the
U.S. for the last three fiscal years in Note 10 to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
1
Our revenues by segment for each of the last three fiscal years were as follows:
Year Ended December 31 (in millions)
Revenue:
Segment operating revenue:
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Consolidating adjustments
Net realized investment results
Reserve development net of related amortization on business
sold through reinsurance
Total
Acquisitions and Divestitures
2005
2004
2003
$
2,258.0
1,993.5
567.8
318.4
1,019.8
(667.7)
(3.2)
$
2,128.0
1,952.9
535.0
342.2
852.3
(517.2)
76.8
$
1,985.1
1,906.1
474.0
274.5
668.3
(384.0)
356.4
1.3
5,487.9
$
1.3
5,371.3
$
3.5
5,283.9
$
On October 9, 2005, we entered into a merger agreement with Jefferson-Pilot Corporation (“Jefferson-Pilot”), as
ed on January 26, 2006, pursuant to which Jefferson-Pilot will merge into one of our wholly owned subsidiaries.
amend
Jefferson-Pilot, through its subsidiaries, offers full lines of individual life, annuity and investment products, and group lif
e
insurance products, disability income and dental policies, and it operates television and radio stations.
der the terms of the merger agreement, as amended, Jefferson-Pilot shareholders may choose to receive (i) 1.0906
Un
s of LNC common stock for each of their shares, (ii) $55.96 in cash for each of their shares or (iii) a combination of
share
LNC common stock and cash. Notwithstanding the election, the aggregate amount of the cash payment to Jefferson-Pilot
shareholders will equal $1.8 billion. Accordingly, the election of Jefferson-Pilot shareholders may be subject to a pro-rata
t
adjustment. LNC plans to utilize the existing bridge facility (see below ) to finance the cash portion of the purchase price a
closing and to permanently finance the cash portion of the purchase price as soon as practicable after closing through a
val
combination of senior and subordinated long-term debt or other securities. The transaction, which is subject to the appro
of shareholders of both companies, regulatory approvals and customary closing conditions, is expected to close in the second
quarter of 2006. For more information regarding this transaction, see Amendment No. 1 to our Form S-4 (Registration No.
333-130226) filed with the Securities and Exchange Commission (“SEC”) on February 9, 2006.
In
October 2005, a purported shareholder class action suit for damages was filed in state court in North Carolina
g Jefferson-Pilot, most of the individual members of its board of directors and LNC as defendants. The complaint
namin
alleged that certain defendants had breached their fiduciary duties by entering into the merger agreement. The complaint
sought, among other things, unspecified compensatory damages. In January 2006, the plaintiffs filed a motion to voluntarily
withdraw the lawsuit, which the court granted without prejudice, subject to the restriction that the plaintiffs receive the
court’s permission before filing any other actions asserting the same claims in North Carolina or any other jurisdiction. The
voluntary dismissal of this action did not involve a settlement or any compensation being paid or promised to plaintiffs.
In December 2005, we entered into a bridge facility with a group of banks to provide for borrowings of up to $2.3
n in connection with our merger with Jefferson-Pilot and planned share repurchase, and in February 2006, we entere
billio
into a Credit and Letter of Credit Facility with a group of banks to provide for borrowings and issuances of letters of credit up
to an aggregate amount of $1 billion. See “Liquidity and Capital Resources – Sources of Liquidity and Cash Flow –
Financing Activities” for additional information.
d
September 2004, we completed the sale of our London-based international investment unit, Delaware International
In
ors Ltd. (“DIAL”), to a newly-formed company associated with DIAL’s management and a private-equity firm. At
Advis
closing, we received $180.9 million in cash and relief of certain obligations of approximately $19 million. We had an afte
tax gain from the transaction of $46.1 million. DIAL, which has since been renamed Mondrian, continues to provide sub-
advisory services with respect to certain international asset classes for our Investment Management segment and LNC.
r-
For further information about acquisitions and divestitures, see “Acquisitions and Divestitures” in the MD&A and
3 and 13 to our Consolidated Financial Statements.
Notes
2
Branding
Branding is a key element of our strategy. Our branding efforts are focused on two primary target audiences: financial
intermediaries where we work to build brand familiarity and very affluent consumers (top 11% of the population) where we
work to build name awareness.
In 2005, we continued to build our brand on a national basis through an integrated package of consumer print and
television, trade print and Internet advertising; sponsorships; and promotional events. As a result, we believe that our
awareness among our financial intermediary and targeted-consumer audiences increased in 2005.
BUSINESS SEGMENTS AND OTHER OPERATIONS
Lincoln Retirement
Overview
The Lincoln Retirement segment, with principal operations in Fort Wayne, Indiana, and Hartford, Connecticut, and
additional operations in Portland, Maine, and Arlington Heights, Illinois, provides tax-deferred investment growth and
lifetime income opportunities for its clients by offering fixed and variable annuities, and other retirement products. There are
two lines of business within this segment, individual markets and employer-sponsored markets. Capitalizing on a broad
product portfolio and a strong and diverse distribution network, Lincoln Retirement is a leader in both the individual and
employer-sponsored annuity markets. According to Variable Annuity Research and Data Services (“VARDS”), LNC ranked
6th in assets and 5th in individual variable annuity sales for the year ended December 31, 2005 in the United States.
The individual annuities line of business offers non-qualified and qualified fixed and variable annuities to individuals.
Annuities are attractive because they provide tax-deferred growth in the underlying principal, thereby deferring the tax
consequences of the growth in value until withdrawals are made from the accumulation values, often at lower tax rates
occurring during retirement. In addition to favorable tax treatment, annuities are unique in that retirees can select a variety of
payout alternatives to help provide an income flow for life. The individual annuities market has seen an increase in
competition along with new product types and promotion. The guarantee features (living and death benefits) offered within
an annuity are not found in any other investment vehicle, and we believe, make annuities attractive even in times of economic
uncertainty.
The employer-sponsored line of business offers fixed and variable annuities along with a turnkey retirement program,
the Alliance program, to targeted markets. The key market segments of the employer-sponsored business are: healthcare,
public/governmental, education, corporate and not-for-profits. Within these segments, we target those markets that offer the
most favorable demographics, distribution synergies and current and potential market share.
Products
In general, an annuity is a contract between an insurance company and an individual or group in which the insurance
company, after receipt of one or more contributions, agrees to pay an amount of money either in one lump sum or on a
periodic basis (i.e., annually, semi-annually, quarterly or monthly), beginning on a certain date and continuing for a period of
time as specified in the contract. Such payments can begin the month after the deposit is received (referred to as an
immediate annuity) or at a future date in time (referred to as a deferred annuity). This retirement vehicle helps protect an
individual from outliving his or her money and can be either a fixed annuity or a variable annuity.
3
The Lincoln Retirement segment’s deposits for the periods indicated were as follows:
Year ended December 31, (in billions)
Individual Annuities
Variable
Fixed
Total Individual Annuities
Employer-Sponsored Annuities
Variable
Fixed
Total Employer-Sponsored Annuities
- excluding Alliance
Fixed - Alliance
Total
Alliance Mutual Funds
Total Employer-Sponsored Products
Total Annuity and Alliance Deposits
Variable
Fixed
Total Annuities and Alliance
Total Alliance Program Deposits
Varia
ble Annuities
2005
2004
2003
$
7.450
0.152
7.602
1.113
0.100
1.213
0.429
1.642
1.066
2.708
$
$
6.056
0.493
6.549
1.104
0.123
1.227
0.410
1.637
0.834
2.471
9.629
0.681
10.310
1.495
$
$
7.994
1.026
9.020
1.244
$
$
$
$
3.114
0.936
4.050
1.099
0.126
1.225
0.353
1.578
0.616
2.194
4.829
1.415
6.244
0.969
A variable annuity provides the contractholder the ability to direct the investment of deposits into one or more sub-
nts offered through the product (“variable portion”) or into a fixed account with a guaranteed return (“fixed portion”
accou
).
The value of the variable portion of the contractholder’s account varies with the performance of the underlying sub-accounts
chosen by the contractholder. The underlying assets of the sub-accounts are managed within a special insurance series of
he
funds, similar to mutual funds. The contractholder’s return is tied to the performance of the segregated assets underlying t
variable annuity, i.e., the contractholder bears the investment risk associated with these investments, except for the impact of
guaranteed benefit features. The value of the fixed portion is guaranteed by us and recorded in our general account liabilities.
Account values of variable annuities were $57.2 billion, $50.1 billion and $43.7 billion for the years ended December 31,
2005, 2004 and 2003, including the fixed portions of variable accounts of $9.6 billion, $9.7 billion and $9.8 billion,
respectively.
We charge mortality and expense assessments on variable annuity accounts to cover insurance and administrative
es. These assessments are built into accumulation unit values, which when multiplied by the number of units owned
charg
any sub-account equals the contractholder’s account value for that sub-account. Some products feature decreasing fee
schedules based on account value break points. The fees that we earn from these policies are reported as insurance fees
income statement. In addition, for some contracts, we collect surrender charges that range from 0% to 10% of withdrawals—
generally higher during the early years of a contract—when contractholders surrender their contracts during the surrender
charge period of their contract. Our individual variable annuity products have a maximum surrender charge period of ten
years.
for
on the
We offer A-share, B-share, C-share, L-share and bonus variable annuities. The differences in A, B, C, L and bonus
s relate to the sales charge and fee structure associated with the contract.
share
• An A-share has a front-end sales charge and no back-end contingent deferred sales charge, also known as a
surrender charge. Net premium (premium less front-end charge) is invested in the contract. The A share gene
offers the lowest cost to the client and full liquidity.
rally
• A B-share has a seven-year surrender charge that is only paid if the account is surrendered or withdrawals are in
excess of contractual free withdrawals within the contract’s specified surrender charge period. All of the premium
is invested in the contract, but it offers limited liquidity during the surrender charge period.
• A C-share has no front-end sales charge or back-end surrender charge. Accordingly, it offers maximum liquidity
but other expenses are higher than those for A or B shares.
4
• An L-share has a four to five year contingent deferred sales charge that is only paid if the account is surrendered or
withdrawals are in excess of contractual free withdrawals within the contract’s specified surrender charge period.
The differences between the L-share and B-share are the length of the surrender charge period and the fee
structure. L-shares have a shorter surrender charge period, so for the added liquidity, mortality and expense
assessments are higher. It offers a persistency credit in year seven to revert pricing to B share levels.
• A bonus annuity is a variable annuity contract that offers a bonus credit to a contract based on a specified
percentage (typically ranging from 2% to 5%) of each deposit. The entire premium plus the bonus are invested in
the sub-accounts supporting the contract. It has a seven to nine-year contingent deferred sales charge. The
expenses are slightly more than those for a B-share. We also offer bonus annuity products with persistency credits
beginning in years eight or fifteen to revert bonus pricing back to B-share pricing levels.
Our variable annuity products are offered to both individuals and the employer-sponsored market under a variety of
names: American Legacy®, Lincoln Choice PlusSM, and Multi-Fund®. Certain of our variable annuity products offer features,
such as a guaranteed minimum death benefit (“GMDB”), a guaranteed minimum withdrawal benefit (“GMWB”) and a
combination of such benefits. Most of our variable annuity products also offer the choice of a fixed option that provides for
guaranteed interest credited to the account value.
The separate account choices for our variable annuities cover diverse asset classes with varying levels of risk and
include both equity funds and fixed income funds. The Multi-Fund® Variable Annuity product line offers up to
approximately 34 fund choices from 11 well-known advisors, including American Funds Insurance SeriesSM, Delaware
InvestmentsSM, and Scudder Investments. The Lincoln Choice PlusSM Variable Annuity, an individual multi-manager product
line, has approximately 51 fund offerings from 15 fund families, also including, among the largest, American Funds
Insurance SeriesSM and Delaware InvestmentsSM.
Our American Legacy Variable Annuity, a premier single manager individual and group variable annuity product line,
offers 13 mutual fund choices from American Funds Insurance Seriessm. American Legacy Variable Annuity accounted for
42%, 38% and 25% of variable annuity deposits in 2005, 2004 and 2003, respectively. In addition, the American Legacy
Variable Annuity product line represented approximately 49%, 47% and 46% of our total variable annuity account values at
December 31, 2005, 2004 and 2003, respectively.
As stated above, certain of our variable annuities offer a GMDB feature. Approximately 95% of variable annuity
separate account values had a GMDB feature at December 31, 2005, 2004 and 2003. The GMDB features include those
where we contractually guarantee to the contract holder either (a) return of no less than total deposits made to the contract
less any partial withdrawals, (b) total deposits made to the contract less any partial withdrawals plus a minimum return, or (c)
the highest contract value on a specified anniversary date minus any partial withdrawals following the contract anniversary.
The Lincoln Smart SecuritySM Advantage benefit is a GMWB feature that offers the contractholder a guarantee equal to
the initial deposit (or contract value, if elected after issue), adjusted for any subsequent purchase payments or withdrawals.
There are two elective step-up options: a one-year and a five-year option. The one-year option allows an owner to step up
the guarantee automatically (if the contract value is greater than the initial deposit) on the benefit anniversary for 10 years,
with an optional election of an additional 10-year step-up period if the owner is age eligible. The five-year option allows the
owner to step-up the guarantee amount on or after the fifth anniversary of the election or of the most recent step up (if the
contract value is greater than the initial deposit). To receive the full amount of the guarantee, annual withdrawals are limited
to either 5% of the guaranteed amount for the one-year step-up or 7% of the guaranteed amount for the five-year step-up.
Withdrawals in excess of the applicable maximum in any contract year are assessed any applicable surrender charges, and the
guaranteed amount is recalculated. The charge for this benefit with the one-year step-up is 0.65% annually of the guaranteed
amount (less withdrawals) and 0.45% annually of the guaranteed amount (less withdrawals) for the five-year step-up, both
assessed on a quarterly basis. The charge may be waived under certain circumstances. The benefit may also be cancelled at
any time five years after election or owner-elected step-up of the guaranteed amount. If cancelled, the benefit may be re-
elected after one year if the benefit is still offered. The Lincoln Smart SecuritySM Advantage is available on new and existing
variable annuity contracts for most of our individual variable annuity products. Approximately 15%, 8% and 2% of variable
annuity account values at the end of 2005, 2004 and 2003, respectively, had elected a GMWB feature.
To mitigate the increased risks associated with GMDBs and GMWBs, we developed a dynamic hedging program. The
customized dynamic hedging program uses equity and interest rate futures positions as well as equity-based options
depending upon the risks underlying the guarantees. Our program is designed to offset both positive and negative changes in
the carrying value of the guarantees. However, while we actively manage these hedge positions, the hedge positions may not
be effective to exactly offset the changes in the carrying value of the guarantees due to, among other things, the time lag
between changes in their values and corresponding changes in the hedge positions, extreme swings in the equity markets,
contractholder behavior, and divergence between the performance of the underlying funds and hedging indices. For more
information on our hedging program, see “Critical Accounting Policies—Insurance and Investment Contract Obligations” of
the MD&A. For information regarding risks related to GMDBs and GMWBs, see “Risk Factors” below.
5
We offer other product riders including the Income4Life® Solution and i4LIFE® Advantage. There is an annual charge
of 0.40% on account value for this feature. The Income4Life® and i4LIFE® features, on which we have received a U.S.
patent, allow variable annuity contractholders access and control during the income distribution phase of their contract. This
added flexibility allows the contractholder to access the account value for transfers, additional withdrawals and other service
features like portfolio rebalancing. In September 2003, the Guaranteed Income Benefit (GIB) feature was added to i4LIFE®
Advantage. The GIB is an optional feature that guarantees regular income payments will not fall below 75% of the initial
income payment. The annual charge for the optional GIB feature is 0.50% of the account value. The GIB may be terminated
on an i4LIFE® Advantage contract and regular income payment will no longer be subject to this minimum income payment
guarantee. Approximately 80% of i4LIFE® Advantage contracts elected the GIB feature in 2005, and approximately 70%
elected it in 2004. During 2005, a return of premium death benefit option was added to i4LIFE® Advantage to better align
the death benefits available with the underlying product chassis. Approximately 3%, 1% and less than 1% of variable
annuity account values at the end of 2005, 2004 and 2003, respectively, have elected an i4LIFE® feature.
Fixed Annuities
A fixed annuity preserves the principal value of the contract while guaranteeing a minimum interest rate to be credited
to the accumulation value. We offer both single and flexible premium fixed deferred annuities to the individual annuities
market. Single premium fixed deferred annuities are contracts that allow only a single contribution to be made. Flexible
premium fixed deferred annuities are contracts that allow multiple contributions on either a scheduled or non-scheduled
basis. With fixed deferred annuities, the contractholder has the right to surrender the contract and receive the current
accumulation value less any applicable surrender charge and, if applicable, a market value adjustment (MVA). Also, certain
fixed annuity products allow for a window period between the end of the fixed guarantee period and the start of the
subsequent guarantee period during which the contractholder can withdraw their funds without incurring a surrender charge.
Fixed annuity contributions are invested in our general account. We bear the investment risk for fixed annuity
contracts. To protect from premature withdrawals, we impose surrender charges. Surrender charges are typically applicable
during the early years of the annuity contract, with a declining level of surrender charge over time. We expect to earn a
spread between what we earn on the underlying general account investments supporting the fixed annuity product line and
what we credit to our fixed annuity contractholders’ accounts. Fixed annuity account values were $11.5 billion, $11.8 billion
and $11.4 billion at December 31, 2005, 2004 and 2003. Approximately $5.5 billion, $5.7 billion and $5.6 billion of fixed
annuity account values at December 31, 2005, 2004 and 2003, respectively, were still within the surrender charge period.
Our fixed annuity product offerings as of December 31, 2005 include the Lincoln Select and ChoicePlus Fixed
Annuities, StepThree® and ChoiceGuarantee® Fixed Annuities. These products allow an individual to select a specific
guaranteed period typically ranging from one to ten years. If the contract stays in force for the entire guarantee period, then
the contract will earn the specified rate of interest for the full period. If a Lincoln Select or ChoicePlus Fixed Annuity
contract is surrendered during the guarantee period, both a surrender charge and an MVA may be applied. The MVA feature
increases or decreases the contract value of the annuity based on a decrease or increase in interest rates. The increase and
decrease on the contract value is generally offset by increases and decreases in the value of the underlying assets. However,
in a rising interest rate environment the contractholder’s contract value cannot drop below the non-forfeiture value subjecting
us to interest rate risk. Fixed annuities with an MVA feature constituted 25%, 21% and 19% of total fixed annuity account
values at the end of 2005, 2004 and 2003, respectively.
Alliance Program
Our Alliance program, which is offered in the employer-sponsored market, bundles our traditional fixed annuity
products with the employer’s choice of retail mutual funds, along with recordkeeping and employee education components.
We earn fees for the services we provide to mutual fund accounts and investment margins on fixed annuities of Alliance
program accounts. The retail mutual funds associated with the Alliance program are not included in the separate accounts
reported on our Consolidated Balance Sheet. This program is customized for each employer. Alliance program deposits
represented 15%, 14% and 16% of the segment’s deposits in 2005, 2004 and 2003, respectively.
6
Distribution
The Lincoln Retirement segment distributes all its individual fixed and variable annuity products through LFD, our
wholesaling distribution organization. LFD’s distribution channels give the Lincoln Retirement segment access to its target
markets. LFD distributes the Lincoln Retirement segment’s products to a large number of financial intermediaries, including
LFA. The financial intermediaries include wire/regional firms, independent financial planners, financial institutions,
managing general agents and corporate specialty markets.
The Employer Retirement Markets Division, a part of LFA, offers our MultiFund® Variable Annuity product line in
both the individual and employer-sponsored annuities markets and the Alliance Program in the employer-sponsored annuities
market.
Competition
The annuities market is very competitive and consists of many companies, with no one company dominating the
market for all products. The Lincoln Retirement segment competes with numerous other financial services companies. The
main factors upon which entities in this market compete are wholesaling, investment performance, cost, product features,
speed to market, brand recognition, financial strength ratings, distribution channel access, crediting rates and client service.
Lincoln Retirement believes that its high service levels help it to compete in the annuities market. Lincoln Retirement
has a call center staffed with more than 100 representatives. It tracks the amount of time in which calls to the center are
answered as well as the average response time to customer queries. Further, Lincoln Retirement tracks the turnaround time
for various customer services such as processing of applications.
The Lincoln Retirement segment attempts to design products that meet the needs of clients in its markets. The speed in
which Lincoln Retirement’s products reach the market is a competitive advantage. Generally, from concept of the product to
launch, it takes us six to nine months. Over the last five years, the Lincoln Retirement segment has announced several new
products and product features to market in response to the evolving nature of the annuities market.
7
Overview
Life Insurance
The Life Insurance segment, with principal operations in Hartford, Connecticut and additional operations in Fort
Wayne, Indiana and Schaumburg, Illinois, focuses on the creation and protection of wealth for its clients through the
manufacturing of life insurance products. The Life Insurance segment offers both single and survivorship versions of
universal life (“UL”), variable universal life (“VUL”), interest-sensitive whole life (“ISWL”), corporate owned universal and
variable universal life insurance (“COLI”) and term insurance. The segment also offers a linked-benefit product,
MoneyGuard®, which is a universal life insurance policy linked with riders that provide reimbursement for long-term care
costs.
The life insurance operation primarily targets the affluent market, defined as households with at least $1,000,000 of
investable net worth. For those policies we sold in 2005, the average face amount (excluding term, COLI cases covering 200
or more lives, and MoneyGuard®) was $1.4 million and average first year premiums paid were approximately $35,000.
Products
The Life Insurance segment sells interest/market-sensitive products (UL, VUL, ISWL, COLI) and term products. The
Life Insurance segment’s first-year premiums (excluding internal replacement premiums) for the prior three years were as
follows:
2005
$
First Year Premiums
2004
$
2003
$
Year Ended December 31 (in millions)
Universal Life excluding MoneyGuard
MoneyGuard
®
®
Total Universal Life
Variable Universal Life
Whole Life
Term Products
Total Retail
COLI
Total Life Insurance Segment
438.4
226.0
664.4
106.6
40.7
33.7
845.4
70.5
915.9
93.1
35.6
188.0
7.7
324.4
401.1
244.5
645.6
84.8
41.2
41.0
812.6
73.6
886.2
90.5
34.5
172.5
7.1
304.6
417.0
224.6
641.6
79.4
34.4
40.2
795.6
125.7
921.3
88.8
34.1
151.7
6.7
281.3
$
$
$
Due to some seasonality in Retail sales, we generally see more sales in the second half of the year than in the first half
of the year. Approximately 45%, 48% and 43% of total Retail sales were in the first half of 2005, 2004, and 2003, with the
remainder occurring in the second half of the year for the same periods.
In addition, the following table shows life policies’ face amount in-force.
At December 31 (in billions)
Fixed
Variable
Term
COLI
Total Life Insurance Segment
2005
Face Amount In-force
2004
2003
$
$
$
$
$
$
Mortality margins, investment margins (through spreads or fees), net expense charges (expense charges assessed to the
policyholder less expenses incurred to manage the business) and surrender fees drive life insurance profits. Mortality margins
represent the difference between amounts charged to the customer to cover the mortality risk and the actual cost of
reinsurance and death benefits paid. Mortality charges are either specifically deducted from the contract holder’s policy
account value (i.e., cost of insurance assessments or “COI’s”) or are embedded in the premiums charged to the customer. In
either case, these amounts are a function of the rates priced into the product and level of insurance in-force (less reserves
previously set aside to fund benefits). Insurance in-force, in turn, is driven by sales, persistency and mortality experience.
Similar to the annuity product classifications described above, life products can be classified as “fixed” or “variable”
contracts. This classification describes whether the policyholder or we bear the investment risk of the assets supporting the
policy. This also determines the manner in which we earn investment margin profits from these products, either as investment
spreads for fixed products or as asset-based fees charged to variable products.
8
We offer four categories of life insurance products consisting of:
Fixed Life Insurance (primarily UL, including MoneyGuard® and ISWL (excluding COLI)): Fixed life insurance
products provide life insurance with account (cash) values that earn rates of return based on company-declared interest rates.
Policyholder account values are invested in our general account investment portfolio, so we bear the risk of investment
performance. Some of our UL contracts include secondary guarantees; which are explained more fully later in the document.
In a UL contract, policyholders have flexibility in the timing and amount of premium payments and the amount of
death benefit, provided there is sufficient account value to cover all policy charges for mortality and expenses for the coming
period. Under certain policyholder options and market conditions, the death benefit amount may increase or decrease.
Premiums received on a UL product, net of expense loads and charges, are added to the policyholder’s account value. The
client has access to their account value (or a portion thereof) through contractual liquidity features such as loans, partial
withdrawals and full surrenders. Loans and withdrawals reduce the death benefit amount, are limited to certain contractual
maximums (some of which are required under state law) and interest is charged on all loans. Our UL contracts assess
surrender charges against the policies’ account values for full or partial face amount surrenders that occur during the
contractual surrender charge period. Depending on the product selected, surrender charge periods can range from 10 to 20
years.
ISWL contracts have fixed premiums and guaranteed minimum cash values. Excess interest, mortality and expense
credits are credited to policyholders based upon current expectations as to mortality experience, earned interest rates and
expense factors. These credits are declared at the beginning of the calendar year and are paid at the end of the policy year.
Credits are used to purchase units of paid-up insurance, purchase term insurance or reduce premium outlay. Policy loans are
available at a variable interest rate.
We manage investment margins (i.e., the difference between the rate the portfolio earns compared to the rate that is
credited to the customer) by seeking to maximize current yields, in line with asset/liability and risk management targets,
while crediting a competitive rate to the customer. Crediting rates are typically subject to guaranteed minimums specified in
the underlying life insurance contract. Fixed life account values (excluding VUL and COLI) were $11.6 billion, $11.0 billion
and $10.5 billion at December 31, 2005, 2004 and 2003, respectively.
Variable Universal Life Insurance (VUL) (excluding COLI): VUL products are UL products that provide a return on
account values linked to an underlying investment portfolio of sub-accounts offered through the product. The value of the
policyholder’s account varies with the performance of the sub-accounts chosen by the policyholder. The underlying assets of
the sub-accounts are managed within a special insurance series of funds. Premiums, net of expense loads and charges for
mortality and expenses, received on VUL products are invested in the policyholder’s investment option selection. As the
return on the investment portfolio increases or decreases, the account value of the variable universal life policy will increase
or decrease. As with fixed UL products, policyholders have access, within contractual maximums, to account values through
loans, withdrawals and surrenders. Surrender charges are assessed during the surrender charge period (generally ranging from
15 to 20 years depending on the product). The investment choices we offer in VUL products are the same, in most cases, as
the investment choices offered in our individual variable annuity contracts.
In addition, VUL products offer a fixed account option that is managed by LNC. Investment risk is borne by the
customer on all but the fixed account option. We charge fees for mortality costs and administrative expenses, as well as asset
based investment management fees. VUL account values (excluding COLI) were $2.5 billion, $2.2 billion and $2.0 billion at
December 31, 2005, 2004 and 2003, respectively.
Term Life Insurance: Term life insurance provides a fixed death benefit for a scheduled period of time. It usually does
not offer cash values. Scheduled policy premiums are required to be paid annually (on a monthly or annual basis). A Return
of Premium term product, Lincoln Pro, has been offered since March 2005.
Corporate Owned Life Insurance (COLI): COLI is typically purchased by corporations on the lives of its employees,
with the corporation or a trust sponsored by the corporation named as a beneficiary under the policy, for the purpose of
funding non-qualified deferred compensation plans. LNC offers a portfolio of both fixed UL and VUL COLI products sold
primarily through specialty brokers. COLI account values were $1.3 billion, $1.1 billion and $1.0 billion as of December 31,
2005, 2004 and 2003.
As mentioned previously, we offer survivorship versions of our non-COLI UL, VUL and ISWL products. These
products insure two lives with a single policy and pay death benefits upon the second death.
9
The Life Insurance segment has continued to develop products that meet the changing needs of its target affluent
market. Sales results continue to be heavily influenced by the series of universal life products with the Lapse Protection Rider
(“LPR”), originally introduced in 1998. The LPR is a secondary guarantee that promises to keep a policy in force, even if the
base policy account value is zero, as long as the No Lapse Value (“NLV”) of the policy remains positive. The NLV is a
reference value, calculated in a manner similar to the base policy account value, but using different assumptions as to expense
charges, COI charges, and credited interest. The assumptions for the NLV calculation are listed in the contract. As long as the
policyholder funds the policy to a level that keeps this calculated NLV positive, the death benefit will be guaranteed. The
NLV has no actual monetary value to the policyholder; it is only a calculated value used to determine whether or not the
policy will lapse should the base policy account value be less than zero.
Unlike other guaranteed death benefit designs, the LPR maintains the flexibility of a traditional UL policy, which
allows a policyholder to take loans or withdrawals. Although loans and withdrawals are likely to shorten the time period of
the guaranteed death benefit, the guarantee is not automatically or completely forfeited, as is sometimes the case with other
death benefit guarantee designs. The length of the guarantee may be increased at any time through additional excess premium
deposits.
During 2005, we continued to monitor the regulatory changes that impact reserving for these products as well as the
competitive environment. LPR face amount in-force was $30.9 billion, $25.0 billion and $20.2 billion as of December 31,
2005, 2004 and 2003.
In May 2005, an updated version of our innovative single life Lincoln VULONE product was released. Originally
developed in May 2004, VULONE combines the lapse protection of universal life with the upside potential of a traditional
variable universal life product. VULONE gives clients the flexibility to choose the appropriate balance between protection and
market risk that meets their individual needs. VULONE face amount in-force was $1.8 billion and $0.6 billion as of December
31, 2005 and 2004, respectively.
Distribution
The Life Insurance segment’s products are sold through LFD. LFD provides the Life Insurance segment with access to
financial intermediaries in the following primary distribution channels—wire/regional firms, independent planner firms,
including LFA, financial institutions, managing general agents and corporate specialty markets.
Competition
The life insurance industry is very competitive and consists of many companies with no one company dominating the
market for all products. At the end of 2004, the latest year for which data is available, there were approximately 1,179 life
insurance companies in the United States.
The Life Insurance segment designs products specifically for the high net-worth and affluent markets. In addition to the
growth opportunity offered by its target market, our product breadth, design innovation, competitiveness, speed to market,
customer service and extensive distribution network all contribute to the strength of the Life Insurance segment. On average,
the development of products takes approximately six months. The Life Insurance segment announced several major product
upgrades and/or new features, including important VUL, MoneyGuard®, Term and COLI product enhancements and new
riders in 2005. With respect to customer service, the Life Insurance segment has a service center staffed with approximately
150 employees. Management tracks the speed, accuracy and responsiveness of service to customers’ calls and transaction
requests. Further, the Life Insurance segment tracks the turnaround time and quality for various client services such as
processing of applications.
Underwriting
In the context of life insurance, underwriting is the process of evaluating medical and non-medical information about
an individual and determining the effect these factors statistically have on life expectancy or mortality. This process of
evaluation is often referred to as risk classification. Of course, no one can accurately predict how long any individual will
live, but certain risk factors can affect life expectancy and are evaluated during the underwriting process.
10
Claims Administration
Claims services are delivered to customers from the Hartford, Connecticut home office. Claims examiners are assigned
to each claim notification based on coverage amount, type of claim and the experience of the examiner. Claims meeting
certain criteria are referred to senior claim examiners. A formal quality assurance program is carried out to ensure the
consistency and effectiveness of claims examining activities. A network of in-house legal counsel, compliance officers,
medical personnel and an anti-fraud investigative unit also support claim examiners. A special claims unit has also been
established in the Hartford, Connecticut claims department to focus on more complex specialized matters such as
MoneyGuard® long-term care claims, claims incurred during the contestable period, beneficiary disputes, litigated claims,
and to effectively deal with the few invalid claims that are encountered.
The Life Insurance segment maintains a centralized claim service center in order to minimize the volume of clerical
and repetitive administrative demands on its claims examiners, while providing convenient service to policy owners and
beneficiaries. A centralized call center is also located in the claim service center to provide for consistent, timely and
comprehensive responses to customer requests and inquiries.
Overview
Investment Management
The Investment Management segment, with principal operations in Philadelphia, Pennsylvania, provides investment
products and services to both individual and institutional investors through Delaware Management Holdings, Inc. and its
affiliates, also referred to as “Delaware.” Delaware offers a broad line of mutual funds, retirement plan services and other
investment products, including managed accounts and “529” college savings plans for Hawaii and Pennsylvania, to retail
investors.
Delaware also offers investment advisory services and products to institutional clients, such as corporate and public
retirement plans, endowments and foundations, nuclear decommissioning trusts, sub-advisory clients and Taft-Hartley plans,
and may include mutual funds offered by non-Delaware entities for which Delaware acts as a sub-advisor. At December 31,
2005, Delaware serves as investment advisor to approximately 270 institutional accounts, acts as investment manager and
performs additional services for approximately 100 open-end funds and for 9 closed-end funds. The Investment Management
segment also provides investment advisory services for our corporate and general insurance portfolios, including separate
accounts and mutual funds, and acts as investment advisor to collateralized debt obligations.
11
Products
Investment Management products include U.S. and international equity and fixed-income retail mutual funds,
institutional separate accounts, institutional mutual funds, managed accounts, “529” college savings plans, and retirement
plans and services, as well as administration services for some of these products.
The Investment Management segment’s assets under management (including assets under administration) were as
follows:
Year Ended December 31 (in millions)
Retail Products:
Equity
Fixed
Institutional Products:
Equity
Fixed 2
Total
Assets Managed by DIAL 3
Total Excluding Assets Managed by DIAL
Assets Under Management
2004 1
2005 1
2003 1
$
$
$
35,474
9,199
$
26,130
8,257
19,379
57,524
121,576
-
121,576
11,682
53,940
100,009
$
-
100,009
$
$
$
$
20,887
8,186
25,322
51,423
105,818
17,746
88,072
1
2
3
Includes $21.9 billion, $14.5 billion and $3.8 billion of sub-advised assets at December 31, 2005, 2004 and 2003,
respectively. We pay fees to the third party subadvisors to manage the assets.
Includes insurance-related assets of $44.5 billion, $44.0 billion and $43.0 billio
2003, respectively.
Includes institutional and
retail assets that were managed by the segment’s London-based international investment unit
(“DIAL”). In the third quarter of 2004, the segment sold DIAL to Mondrian. Accordingly, $22.1 billion of assets were
transferred to Mondrian at the time of the sale.
n, at December 31, 2005, 2004 and
R
etail Products and Services
The Investment Management segment offers various retail products including mutual funds to individual investors, as
s investment services to high net worth and small institutional investors through managed accounts. The segment also
well a
provides investment management and account administration services for 401(k) variable annuity products and “529” college
savings plans.
The following table provides a summary of retail assets under management for each product:
At December 31 (in millions)
Mutual funds
Managed accounts
529 College savings plans
Variable annuity
401(k) Director
Total 1
Retail Assets Under Management
2004
2005
2003
$
$
15,415
12,839
316
9,597
6,506
44,673
$
$
13,174
6,489
231
8,876
5,617
34,387
$
$
12,846
3,411
127
8,076
4,613
29,073
1
W
e pay
Includes $17.1 billion, $10.7 billion and $3.8 billion of sub-advised assets for 2005, 2004 and 2003, respectively.
fees to the third party sub-advisors to manage the assets.
As of December 31, 2005, the Investment Management segment, through Delaware, offered 87 retail mutual funds to
n array of investment needs. Delaware’s mutual funds are grouped by asset class, with each investment management
suit a
team focused on a specific investment discipline. This structure of distinct investment teams allows for a style-specific
research effort tailored for each asset class. The mutual funds are owned by the shareholders of those funds and not by
Delaware. Delaware manages the funds. Accordingly, the mutual fund assets and liabilities, as well as related investmen
returns, are not reflected in our Consolidated Financial Statements. Instead, Delaware earns fees for providing the
management and other services to the funds.
t
12
Delaware manages both open-end and closed-end funds. An open-end mutual fund does not have a fixed number of
shares and will normally offer as many shares as investors are willing to buy. Investors sell their shares by requesting the
fund to redeem them. The open-end funds are available with various pricing structures, such as A-class with a front end sales
charge, B-class and C-class with a contingent deferred sales charge as well as R-class and Institutional class, which are sold
without a front end or contingent deferred sales charge and are designed for certain retirement plans. A, B, C and R classes
are generally subject to Rule 12b-1 fees. A closed-end fund offers a fixed number of shares and is usually sold through a
brokerage firm. After the initial offering, shares normally trade on a major stock exchange.
A managed account is provided to investors through relationships with broker-dealer sponsored programs. The 401(k)
variable annuity products provide the contractholder the ability to direct the investment of deposits into one or more
investment options offered by the product.
Delaware has offered “529” college savings plans since 2002, when Delaware launched programs for the state of
Hawaii and the Commonwealth of Pennsylvania. A 529 plan is an investment plan operated by a state that is designed to help
families save for future college costs. Earnings on the assets invested in 529 plans grow on a tax-deferred basis, and until
December 31, 2010 (unless extended by Congress), amounts withdrawn from the plans to pay qualified college expenses are
not taxed. Pennsylvania has both an investment plan and a pre-paid tuition plan. Delaware manages the investment plan and
provides administration services to the pre-paid tuition plan. Hawaii’s program has an investment plan only. Delaware’s
investment plan type 529 products primarily employ risk-based and age-based asset allocation models that enable college-
savers to diversify their assets across all major investment styles.
The Investment Management segment also offers defined contribution retirement products. The Lincoln DirectorSM
(“Director”) is a defined contribution retirement plan solution available to businesses of all sizes, including small- and
medium-sized companies. Funded through a Lincoln National Life Insurance Company (“LNL”) group variable annuity
contract, the Director product offers participants 53 investment options from 14 fund families. In New York, Lincoln Life &
Annuity Company of New York underwrites the annuity contracts. These contracts offer 50 investment options from 14 fund
families. Director is offered with fully bundled recordkeeping services, but can also be record-kept by third-party retirement
administrators. The Investment Management segment earns advisory fees, investment income and surrender charges from
this product.
The Investment Management segment also offers a mutual fund-based retirement product. In 2004, the recordkeeping
portion of this business was outsourced to third parties. This transition was completed in October 2004. Delaware also offers
its mutual funds directly on an investment only basis to plans and other record-keeping platforms.
Institutional Products and Services
For institutional clients, the Investment Management segment offers Delaware Pooled Trust and institutional separate
accounts. Delaware Pooled Trust is a registered investment company which offers a series of mutual funds managed in styles
that are similar to institutional separate account offerings and are best suited for smaller to medium-sized institutional
investment mandates. Delaware Pooled Trusts’ minimum initial investment is typically $1 million. The funds included in
Delaware Pooled Trust are offered without a sales charge directly through Delaware’s institutional marketing and client
services group.
The Investment Management segment provides investment advisory services through separately managed accounts to a
broad range of institutional clients, such as corporate and public retirement plans, endowments and foundations, nuclear
decommissioning trusts, sub-advisory clients and Taft-Hartley plans, among others. Included among sub-advisory clients are
mutual funds and other commingled vehicles offered by institutional parties. Most clients utilize individually managed
separate accounts, which means clients have the opportunity to customize the management of their portfolio by including or
excluding certain types of securities, sectors or segments within a given asset class. Because of their individually managed
nature, these separate accounts are best suited for larger investment mandates. Currently, the minimum account size is
typically $25 million for U.S. investments. The Investment Management segment also provides investment management
services for Lincoln’s general account assets for which it earns advisory revenue.
13
Distribution
The businesses in the Investment Management segment deliver their broad range of products through multiple
distribution channels, enabling them to reach an expanding community of retail and institutional investors. Investment
Management distributes retail mutual funds, managed accounts, “529” college savings plans and retirement products through
intermediaries, including LFA, which are serviced by the LFD wholesaling distribution network. Delaware Distributors, L.P.
is the principal underwriter for the Delaware mutual funds and serves as a liaison between the funds and LFD.
Delaware’s institutional marketing group, working closely with manager selection consultants, markets substantially all
of the institutional products.
Competition
The Investment Management segment primarily competes with mutual fund complexes that are broker sold, and other
asset managers offering managed accounts, institutional accounts and sub-advisory services, and, with respect to the Lincoln
DirectorSM, other insurance companies. Competitive factors impacting the Investment Management segment include
investment performance, breadth of investment styles offered, distribution capabilities and customer service.
Investment performance is a key driver of the Investment Management segment’s ability to attract new sales, retain
existing assets and improve net flows. The following table summarizes the performance of institutional and managed
accounts relative to their respective benchmarks for the one-, three- and five-year periods ended December 31, 2005.
Number of institutional composites outperforming their
respective benchmarks 1
Number of managed account styles outperforming their
respective benchmarks 2
One Year
Three Year
Five Year
7 of 8
2 of 6
5 of 8
2 of 6
6 of 8
3 of 6
1
2
Represents the 8 largest composites based on assets under management. The returns for these 8 composites are
Association for Investment Management and Research (AIMR) compliant and the benchmarks are industry standards.
Represents Delaware’s six managed account styles that have associated benchmarks.
Delaware closely monitors the relative performance of individual funds. Fund performance is compared to a
benchmark group of peer funds that have similar investment characteristics and objectives. Performance in various key
categories, as reported to Lipper, one of the leading providers of mutual fund research, is used by Delaware in measuring its
funds’ performance. The following table summarizes the performance for the 25 largest mutual funds and for all of the
mutual funds in the Delaware Investment’s family of funds for the one-, three- and five-year periods ended December 31,
2005.
Number of Funds out of Delaware's top 25 retail mutual funds
in top half of their Lipper category 1
One Year
Three Year
Five Year
15 of 25
19 of 25
19 of 25
Number of all retail mutual funds in top half of their Lipper category 1
32 of 47
36 of 46
36 of 45
1
For these purposes, Delaware’s family of funds does not include variable insurance product funds, or mutual funds
managed by Delaware for certain of our affiliates or other third parties.
14
Lincoln UK
Lincoln UK is headquartered in Barnwood, Gloucester, England, and is licensed to do business throughout the United
Kingdom (“UK”). Lincoln UK is primarily focused on protecting and enhancing the value of its existing customer base. The
segment accepts new deposits on the existing block of business and markets a limited range of new products.
Lincoln UK’s product portfolio principally consists of unit-linked life and pension products, which are similar to U.S.
produced variable life and annuity products, where the risk associated with the underlying investments are borne by the
policyholders. These products have largely been issued to individuals, and benefits, premium levels and charges can often be
varied within limits. Certain policyholders have chosen to contract out of the State Second Pension through a Lincoln
personal pension arrangement. Lincoln UK receives rebate premiums from the government for those policyholders, and the
vast majority of rebate premiums are usually received between July and November each year. These rebates are reported as
deposits and as such only the fees earned by Lincoln UK are reported as revenue. In 2005, the total fees received in respect
of these rebates amounted to $3.9 million.
The Lincoln UK segment’s product revenues were as follows. Product revenues include premiums, fees and
assessments for Lincoln UK’s products:
Year Ended December 31 (in millions)
Life Products
Pension Products
Other Products
Total
2005
$
2004
$
2003
$
141.8
87.9
10.0
239.7
136.8
121.5
7.7
266.0
122.0
79.6
6.1
207.7
$
$
$
Our subsidiary in the U.K. has its balance sheets and income statements translated at the current spot exchange rate as
year-end and average spot exchange rate for the year, respectively.
of the
Lincoln UK has an evergreen agreement to outsource its customer service and policy administration functions to Capita
Pensions Services Limited, a subsidiary of Capita Group Plc (“Capita”). The purpose of the outsourcing is to reduce
Life &
the operational risk and variability of future costs associated with administering the business by taking advantage of Capita’s
proven expertise in providing outsourcing solutions to a variety of industries including insurance companies. To date, the
relationship has provided the segment with results in line with expectations.
Other Operations
“Other Operations” include the financial data for the operations of LFA and LFD, and for operations that are not
ly related to the business segments, unallocated corporate items (such as corporate investment income and interest
direct
expense on short-term and long-term borrowings), along with the ongoing amortization of deferred gain on the indemnity
reinsurance portion of the transaction with Swiss Re.
Revenues from Other Operations were as follows:
(in millions)
LFD (1)
LFA (2)
Deferred Gain Amortization
Other
2005
2004
2003
$
290.7
$
245.2
$
140.9
514.0
75.7
139.4
1,019.8
$
383.6
87.0
136.5
852.3
$
316.9
72.3
138.2
668.3
$
Total
(1)
(2)
2003 and 2004, LFA revenues do not include commissions, which were paid directly to its registered
L
FD revenues represent wholesaling allowances paid by our operating segments to LFD.
For
representatives, agents and brokers by our operating segments. In 2005, the arrangement w
receives the commission allowance as part of its distribution allowance from the operating segments and d
directly to its registered representatives, agents and brokers.
as changed so that LFA
istributes
As stated above, LFD, with principal operations in Philadelphia, Pen
nsylvania, is our wholesaling arm, which
di
stributes our life insurance, annuities and investment products to a large number of financial intermediaries. LFD was
d in 2000 to be the single distribution entity for all of our retail products. Through its customer-focused relation
forme
with financial intermediaries, we believe that LFD’s distribution channels give us access to our target markets, while also
providing us with market information so that we can tailor our products to the needs of our target markets. At December 31,
2005, LFD consists of approximately 123 internal and 245 external wholesalers compared to 124 internal and 238 external
ships
15
wholesalers at December 31, 2004. Both the internal and external wholesalers are LFD employees. LFD is organized to
penetrate multiple distribution channels including the wire/regional, the independent planner, the financial institutions, the
managing general agent, and the corporate specialty markets channels.
LFA, with principal operations in Fort Wayne, Indiana, is a retail b
roker/dealer and financial planning firm that offers a
ll range of financial and estate planning services. LFA, through its nearly 2,057 agents, brokers and registered
entatives in 66 offices, offers our annuities, 401(k) plans, pensions, term, universal and variable universal life insurance
-architecture
fu
repres
and other wealth accumulation and protection products and services. In addition, LFA is structured with an open
system, which means LFA’s planners also offer products from non-LNC companies. During 2005, LFA changed its
compensation structure for its planners. During this period, the number of new planners recruited to LFA was down relative
to prior years, which is partially a result of LFA focusing more on recruiting experienced planners than it had in prior
LFA expects that recruiting trends will improve going forward.
years.
REINSUR
ANCE
We follow the industry practice of reinsuring a
portion of our life in
re
insurers. In a reinsurance transaction, a reinsurer agrees to indemnify another insurer for part or all of its liability under a
or policies it has issued for an agreed upon premium. We use reinsurance to protect our insurance subsidiaries a
policy
the severity of losses on individual claims and unusually serious occurrences in which a number of claims produce an
aggregate extraordinary loss. We also use reinsurance to improve our results by leveraging favorable reinsurance pricing.
Although reinsurance does not discharge the insurance subsidiaries from their primary liabilities to their policyholders
for
losses insured under the insurance policies, it does make the assuming reinsurer liable to the insurance subsidiaries for the
reinsured portion of the risk.
surance and annuity risks with unaffiliated
gainst
We reinsure approximat
ely 85% to 90% of the mortality risk on newly issued life insurance contracts. Our policy is to
ionally, the retention per single insured life for term life insurance and for Corporate Owned Life Insurance (COLI) is
tain no more than $5.0 million on a single insured life issued on fixed and variable universal life insurance contracts.
re
Addit
$1 million and $2 million, respectively. Beginning in September 2005, we changed our reinsurance program for our pr
term products from coinsurance to renewable term and from 90% to 80% on a first dollar quota share basis. In January
2006, we changed this program from 80% first dollar quota share to an excess of retention program.
imary
In a coinsurance program, the reinsurer shares proportionately in all financial terms of the rein
sured policies, i.e.
p
remiums, expenses, claims, etc. based on their respective quota share of the risk. In a renewable term program, the reinsurer
is
renewable term premium to cover the proportionate share of mortality risk assumed by the reinsurer. In a first dollar
paid a
quota share program, the reinsurer receives a proportionate share of all risks issued based on their respective quota share of
the risk. In an excess of retention program, the reinsurer assumes a proportionate share of risks that exceed our per life
retention. With respect to annuities, we have previously reinsured a portion of our fixed annuity business, but beginning in
2004, we have retained the full risk on newly issued contracts.
For more information regarding reinsurance see, Note 6 t
o the Consolidated Financial Statements included in Part II,
It
em 8 of this Form 10-K and “Reinsurance” in the MD&A. For risks involving reinsurance, see “Risk Factors” below.
The applicable insurance laws under which insura
nce companies
operate require that they report, as liabilities, policy
RESERVES
ums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to
serves to meet future obligations on their outstanding policies. These reserves are the amounts that, with the additional
re
premi
meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than
reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of valuation.
The reserves reported in our financial statements contained herein are calculated based on GAAP and differ fr
om those
ecified by the laws of the various states and carried in the statutory financial statements of the life insurance subsidiaries.
sp
differences arise from the use of mortality and morbidity tables, interest, persistency and other assumptions which are
These
believed to be more representative of the expected experience for these policies than those required for statutory accounting
purposes and from differences in actuarial reserving methods. See “Regulatory” below for information on proposed
regulations that may impact the amount of statutory reserves necessary to support our current insurance liabilities.
16
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that
policy benefits are payable. If actual experience is not less favorable than the reserve assumptions, then reserves should be
adequate to provide for future benefits and expenses. If experience is less favorable than the reserve assumptions, additional
reserves may be required. The key experience assumptions include mortality rates, policy persistency and interest rates. We
periodically review our experience and update our policy reserves for new issues and reserve for all claims incurred, as we
believe appropriate.
For risks related to reserves, see “Risk Factors” below.
INVESTMENTS
An important component of our financial results is the return on invested assets. Our investment strategy is to balance
the need for current income with prudent risk management, with an emphasis on generating sufficient current income to meet
our obligations. This approach requires the evaluation of risk and expected return of each asset class utilized, while still
meeting our income objectives. This approach also permits us to be more effective in our asset-liability management, since
decisions can be made based upon both the economic and current investment income considerations affecting assets and
liabilities. Investments by our insurance subsidiaries must comply with the insurance laws and regulations of the states of
domicile.
We do not use derivatives for speculative purposes. Derivatives are used for hedging purposes and income generation.
Hedging strategies are employed for a number of reasons including, but not limited to, hedging certain portions of our
exposure to changes in our GMDB/GMWB liabilities, interest rate fluctuations, the widening of bond yield spreads over
comparable maturity U.S. Government obligations, and credit, foreign exchange and equity risks. Income generation
strategies include credit default swaps through replication synthetic asset transactions (RSATs). These derivatives
synthetically create exposure in the general account to corporate debt, similar to investing in the credit markets. Our
investment portfolio does not contain any significant concentrations in single issuers. In addition, we do not have a
significant concentration of investments in any single industry segment; no single segment comprises more than 10% of
invested assets at December 31, 2005.
For additional information on our investments, including carrying values by category, quality ratings and net
investment income, see “ Consolidated Investments” in the MD&A, as well as Notes 1 and 4 to the Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-K.
RATINGS
Nationally recognized ratings agencies rate the financial strength of our principal insurance subsidiaries and the debt of
LNC. Ratings are not recommendations to buy our securities.
Rating agencies rate insurance companies based on financial strength and the ability to pay claims, factors more
relevant to policyholders than investors. We believe that the ratings assigned by nationally recognized, independent rating
agencies are material to our operations. There may be other rating agencies that also rate our securities, which we do not
disclose in our reports.
Insurer Financial Strength Ratings
The insurer financial strength rating scales of A.M. Best, Fitch Ratings (“Fitch”), Standard & Poor’s (“S&P”) and
Moody’s Investors Service (“Moody’s”) are characterized as follows:
• A.M. Best—A++ to S
•
Fitch—AAA to D
• Moody’s—Aaa to C
•
S&P—AAA to R
17
As of February 28, 2006, the financial strength ratings of our principal insurance subsidiaries, as published by the
principal rating agencies that rate our securities, or us, are as follows:
Lincoln National Life Insurance Co.
Lincoln Life &Annuity Co. of New York
First Penn-Pacific Life Insurance Co.
A. M. Best
A+ (2nd of 16)
A+ (2nd of 16)
A+ (2nd of 16)
Fitch
AA (3rd of 24)
AA (3rd of 24)
AA (3rd of 24)
S&P
AA- (4th of 21)
AA- (4th of 21)
AA- (4th of 21)
Moody's
Aa3 (4th of 21)
A1 (5th of 21)
A1 (5th of 21)
All of the ratings above have a stable outlook.
A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our
titive position in the insurance industry and make it more difficult for us to market our products as potential
customers
compe
may select companies with higher financial strength ratings.
D
ebt Ratings
The long-term credit rating scales of A.M. Best, Fitch Ratings, S&P and Moody’s are characterized as follows:
• A.M. Best—aaa to d
•
Fitch—AAA to D
• Moody’s—Aaa to C
•
S&P—AAA to D
As of February 28, 2006, our long-term credit ratings, as published by the principal rating agencies that rate our long-
redit, are as follows:
term c
LNC
A. M. Best
a- (7th of 22)
Fitch
A (6th of 24)
S&P
A- (7th of 22)
Moody's
A3 (7th of 21)
The short-term credit rating scales of A.M. Best, Fitch Ratings, S&P and Moody’s are characterized as
follows:
• A.M. Best—AMB-1+ to d
•
Fitch—F1 to D
• Moody’s—P-1 to
NP
•
S&P—A-1 to D
As f February 28, 2006
o
, our short-term credit ratings, as published by the principal rating agencies that rate our short-
te
rm credit, are as follows:
LNC
A. M. Best
AMB-1 (2nd of 6)
Fitch
F1 (1st of 6)
S&P
A-2 (2nd of 6)
Moody's
P-2 (2nd of 4)
A downgrade of our debt ratings could affect our ability to raise additional debt with terms and cond
our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings
m
ore difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance
su
bsid
above.
iaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries describe
d
itions similar to
could make it
All of our ratings are subject to revision or withdrawal at any time by the rating agencies, and therefore, no assurance
can be given that our principal insurance subsidiaries or that LNC can maintain these ratings. Each rating should be evaluated
in
dependently of any other rating.
18
General
REGULATORY
Our insurance subsidiaries, like other insurance companies, are subject to regulation and supervision by the states,
territories and countries in which they are licensed to do business. The extent of such regulation varies, but generally has its
source in statutes that delegate regulatory, supervisory and administrative authority to supervisory agencies. In the United
States, this power is vested in state insurance departments.
In supervising and regulating insurance companies, state insurance departments, charged primarily with protecting
policyholders and the public rather than investors, enjoy broad authority and discretion in applying applicable insurance laws
and regulation for that purpose. Two of our principal insurance subsidiaries, LNL and First Penn-Pacific Life Insurance
Company (“First Penn”), are domiciled in Indiana, and the other, Lincoln Life & Annuity Company of New York
(“LLANY”), is domiciled in New York. The insurance departments of those states exercise principal regulatory jurisdiction
over them. The extent of regulation by the states varies, but in general, most jurisdictions have laws and regulations
governing standards of solvency, adequacy of reserves, reinsurance, capital adequacy, licensing of companies and agents to
transact business, prescribing and approving policy forms, regulating premium rates for some lines of business, prescribing
the form and content of financial statements and reports, regulating the type and amount of investments permitted and
standards of business conduct.
As a result of being an accredited reinsurer in New York, LNL is also an authorized insurer in the state of New York.
As such, LNL is subject to the regulatory requirements imposed by New York on authorized insurers. One such requirement
is that LNL must report to New York its reserves based on New York reserving regulations, which are generally more
conservative than those of Indiana. An example of this is on December 29, 2004, the New York State Insurance Department
promulgated, as an emergency measure, amendments to its regulations governing the valuation of life insurance reserves for
New York authorized insurers issuing certain life insurance policies. Specifically, the amendments apply to life insurance
policies providing secondary guarantees, such as policies with our LPR (as discussed above), that allow those policies to
remain in force at the original schedule of benefits, even if the policy’s cash value is depleted, as long as the contractual
requirements to maintain the secondary guarantee are satisfied. The amendments apply to policies issued on or after January
1, 2003 through July 1, 2005. We do not currently expect these changes to affect LNL’s ability to continue as an authorized
insurer in New York. However, as discussed further below under “—Restrictions on Subsidiaries’ Dividends and Other
Payments,” if New York requires us to maintain a higher level of capital to remain an authorized insurer in New York, these
requirements may constrain LNL’s ability to pay dividends to us.
State insurance departments in jurisdictions in which our insurance subsidiaries do business conduct periodic
examinations of their respective operations and accounts and require the filing of annual and other reports relating to their
financial condition. LLANY is currently undergoing a triennial examination by the New York State Insurance Department.
State insurance laws and regulations also include numerous provisions governing the marketplace activities of insurers,
including provisions governing the form and content of disclosure to consumers, illustrations, advertising, sales practices and
complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct
examinations.
The U.S. federal government does not directly regulate the insurance industry; however, federal initiatives from time to
time can impact the insurance industry. In June 2001, the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”) was enacted. EGTRRA contains provisions that will, over time, significantly lower individual tax rates. This
will have the effect of reducing the benefits of tax deferral on the inside build-up of annuities and life insurance products.
EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially
eliminates the step-up in basis rule applicable to property held in a decedent’s estate. Some of these changes might hinder our
sales and result in the increased surrender of insurance and annuity products. Many of these provisions expire in 2010, unless
extended.
In May 2003, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “2003 Act”) was enacted. Individual
taxpayers are the principal beneficiaries of the 2003 Act, which includes an acceleration of certain of the income tax rate
reductions enacted originally under EGTRRA, as well as capital gains and dividend tax rate reductions. Although most of
these rate reductions expire after 2008 or later, these reductions have the effect of reducing the benefits of tax deferral on the
build-up of value of annuities and life insurance products. Like the EGTRRA changes, the 2003 Act changes may hinder our
sales and result in increased surrender of insurance and annuity products.
19
On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004 (“AJCA”). Among its
various provisions, the AJCA includes a provision that temporarily suspends current rules that impose an income tax on a
stock life insurance company for distributions to its shareholders from its policyholder surplus account. It also reverses the
order in which distributions are charged against a company’s various accounts, such that distributions will first be treated as
coming from the policyholder surplus account and then the shareholders surplus account. Our dividend activity in 2004 and
2005 was sufficient to eliminate our insurance subsidiaries’ policyholder surplus accounts.
In addition, the AJCA includes provisions affecting non-qualified deferred compensation plans that may make such
plans more complicated for employers depending on final tax rules and regulations. Because our COLI products are often
used to support such deferred compensation liabilities, the AJCA may constrain sales of our COLI products. COLI
legislation has now passed in the Senate and if such legislation is signed into law, it is expected to provide more certainty in
the COLI market, and therefore, is not expected to have a detrimental effect on COLI markets in which we participate.
In February 2005, bills were introduced in Congress to provide tax incentives designed to encourage individuals to
invest their after-tax income in retirement vehicles, such as annuities, that provide guaranteed lifetime income. Under the
proposal, individuals would not pay federal taxes on one-half of the income generated by annuities that make lifetime
payments up to an annual limit of $20,000. If this bill is enacted into law, we believe that it would have a favorable impact on
our annuity business.
In February 2006, the Bush Administration proposed that many of the temporary rate reductions from EGTRRA and
the 2003 Act be made permanent. It continues to propose tax-favored savings initiatives that, if enacted by Congress, could
also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the surrender of such
products. However, we expect that the income for life guarantee provided within an annuity and features like our GMWB
will continue to be viewed as significant benefits and may offset the adverse effect of these proposals.
In addition, LFA and LFD as well as our variable annuities and variable life insurance products are subject to
regulation and supervision by the SEC and the National Association of Securities Dealers (“NASD”). Our Investment
Management segment, like other investment management groups, is subject to regulation and supervision by the SEC,
NASD, Municipal Securities Rulemaking Board (“MSRB”), the Pennsylvania Department of Banking and jurisdictions of the
states, territories and foreign countries in which they are licensed to do business. Lincoln UK is subject to regulation by the
Financial Services Authority (“FSA”) in the U.K.
Some of our separate accounts as well as mutual funds that we sponsor, in addition to being registered under the
Securities Act of 1933, are registered as investment companies under the Investment Company Act of 1940, and the shares of
certain of these entities are qualified for sale in some or all states and the District of Columbia. We also have several
subsidiaries that are registered as broker-dealers under the Securities Exchange Act of 1934 (“Exchange Act”) and are subject
to federal and state regulation, including but not limited to the NASD’s net capital rules. In addition, we have several
subsidiaries that are investment advisors registered under the Investment Advisers Act of 1940. LFA’s agents and our
employees, insofar as they are involved in the sale or marketing of products that are securities, are subject to the Exchange
Act and to examination requirements and regulation by the SEC, the NASD and state securities commissioners. Regulation
also extends to various LNC entities that employ or control those individuals. The SEC and other governmental agencies and
self-regulatory organizations, as well as state securities commissions in the United States, have the power to conduct
administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or suspension, termination
or limitation of the activities of the regulated entity or its employees.
Federal and state regulators are devoting substantial attention to the mutual fund and variable annuity businesses. As a
result of publicity relating to widespread perceptions of industry abuses, there have been numerous proposals for legislative
and regulatory reforms, addressing issues which include, but are not limited to, the need for increased mutual fund
governance and compliance practices, late trading, suitability of variable annuity products, directed brokerage and soft
dollars, and new disclosure requirements concerning commission breakpoints, revenue sharing, shelf space, advisory fees,
market timing, portfolio pricing, information about portfolio managers and other issues. It is difficult to predict at this time
whether changes resulting from new laws and regulations will affect the industries or our asset management businesses, and,
if so, to what degree.
Insurance Holding Company Regulation
LNC and its insurance subsidiaries are subject to regulation pursuant to the insurance holding company laws of the
states of Indiana and New York. These insurance holding company laws generally require an insurance holding company and
insurers that are members of such insurance holding company’s system to register with the insurance department authorities,
to file with it certain reports disclosing information including their capital structure, ownership, management, financial
condition, certain intercompany transactions, including material transfers of assets and intercompany business agreements,
and to report material changes in that information. These laws also require that intercompany transactions be fair and
reasonable and, under certain circumstances, prior approval of the insurance departments must be received before entering
20
into an intercompany transaction. Further, these laws require that an insurer’s policyholders’ surplus following any dividends
or distributions to shareholder affiliates is reasonable in relation to the insurer’s outstanding liabilities and adequate for its
financial needs.
In general, under state holding company regulations, no person may acquire, directly or indirectly, a controlling interest
in our capital stock unless such person, corporation or other entity has obtained prior approval from the applicable insurance
commissioner for such acquisition of control. Pursuant to such laws, in general, any person acquiring, controlling or holding
the power to vote, directly or indirectly, ten percent or more of the voting securities of an insurance company, is presumed to
have “control” of such company. This presumption may be rebutted by a showing that control does not exist in fact. The
insurance commissioner, however, may find that “control” exists in circumstances in which a person owns or controls a
smaller amount of voting securities. To obtain approval from the insurance commissioner of any acquisition of control of an
insurance company, the proposed acquirer must file with the applicable commissioner an application containing information
regarding: the identity and background of the acquirer and its affiliates; the nature, source and amount of funds to be used to
carry out the acquisition; the financial statements of the acquirer and its affiliates; any potential plans for disposition of the
securities or business of the insurer; the number and type of securities to be acquired; any contracts with respect to the
securities to be acquired; any agreements with broker-dealers; and other matters.
Other jurisdictions in which our insurance subsidiaries are licensed to transact business may have similar or additional
requirements for prior approval of any acquisition of control of an insurance or reinsurance company licensed or authorized
to transact business in those jurisdictions. Additional requirements in those jurisdictions may include re-licensing or
subsequent approval for renewal of existing licenses upon an acquisition of control. As further described below, laws that
govern the holding company structure also govern payment of dividends to us by our insurance subsidiaries.
Restrictions on Subsidiaries’ Dividends and Other Payments
We are a holding company that transacts substantially all of our business directly and indirectly through subsidiaries.
Our primary assets are the stock of our operating subsidiaries. Our ability to meet our obligations on our outstanding debt and
to pay dividends and our general and administrative expenses depends on the surplus and earnings of our subsidiaries and the
ability of our subsidiaries to pay dividends or to advance or repay funds to us.
In addition, our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the
transfer of funds and payment of dividends to the holding company. Under Indiana laws and regulations, our Indiana
insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC only from unassigned
surplus, without prior approval of the Indiana Insurance Commissioner (the “Commissioner”), or must receive prior approval
of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve
consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the
insurer’s policyholders’ surplus, as shown on its last annual statement on file with the Commissioner or (ii) the insurer’s
statutory net gain from operations for the previous twelve months, but in no event to exceed statutory unassigned surplus.
Indiana law gives Commissioner broad discretion to disapprove requests for dividends in excess of these limits.
Indiana law also provides that following the payment of any dividend, the insurer’s policyholders’ surplus must be
reasonable in relation to its outstanding liabilities and adequate for its financial needs, and permits the Indiana Insurance
Commissioner to bring an action to rescind a dividend which violates these standards. In the event that the Indiana Insurance
Commissioner determines that the policyholders’ surplus of one subsidiary is inadequate, the Commissioner could use his or
her broad discretionary authority to seek to require us to apply payments received from another subsidiary for the benefit of
that insurance subsidiary. For information regarding dividends paid to us during 2005 from our insurance subsidiaries, see
“Review of Consolidated Financial Condition—Sources of Liquidity and Cash Flow” in our MD&A.
As stated above, LNL is also an authorized insurer in the state of New York. As a result, it is also subject to the
regulatory requirements that the state of New York imposes upon authorized insurers. These regulations include reserve
requirements, which differ from Indiana’s requirements. The New York regulations require LNL to report more reserves to
the state of New York. As a result, the level of statutory surplus that LNL reports to New York is less than the statutory
surplus reported to Indiana and the National Association of Insurance Commissioners (“NAIC”). If New York requires us to
maintain a higher level of capital to remain an authorized insurer in New York, LNL’s ability to pay dividends to LNC could
be constrained. However, we do not expect the New York reserve requirements to constrain LNL’s ability to pay dividends
during 2006. For further information on the ability of our subsidiaries to pay dividends to us, see “Review of Consolidated
Financial Condition—Sources of Liquidity and Cash Flow” in the MD&A.
21
Lincoln UK’s insurance subsidiaries are regulated by the U.K. FSA and are subject to capital requirements as defined
by the U.K. Capital Resources Requirement (formerly the Required Minimum Solvency Margin). Lincoln UK targets
maintaining approximately 1.5 to 2.0 times the required capital as prescribed by the regulatory resource requirement.
Effective January 1, 2005, all insurance companies operating in the U.K. also have to complete a risk-based capital (“RBC”)
assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. RBC requirements in the U.K. are
different than the NAIC requirements. In addition, the FSA imposes certain minimum capital requirements for the combined
U.K. subsidiaries. As is the case with regulated insurance companies in the U.S., future changes to regulatory capital
requirements could impact the dividend capacity of our U.K. insurance subsidiaries and cash flow to the holding company.
Risk-Based Capital
The NAIC has adopted risk-based capital requirements for life insurance companies to evaluate the adequacy of
statutory capital and surplus in relation to investment and insurance risks. The requirements provide a means of measuring
the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations
based on its size and risk profile. There are five major risks involved in determining the requirements.
Category
Asset Risk – Affiliates
Asset Risk – Other
Insurance Risk
Interest Rate Risk, Health
Credit Risk and Market Risk
Name
C-0
C-1
C-2
C-3
Business Risk
C-4
Description
Risk of assets’ default for certain affiliated
investments
Risk of assets’ default of principal and interest
or fluctuation in fair value
Risk of underestimating liabilities from business
already written or inadequately pricing business
to be written in the future
Risk of losses due to changes in interest rate
levels, risk of loss due to changes in market
levels associated with variable products with
guarantees, and certain health insurers risks not
applicable to our operations
Risk of general business
A company’s risk-based statutory surplus is calculated by applying factors and performing calculations relating to
various asset, premium, claim, expense and reserve items. Regulators can then measure adequacy of a company’s statutory
surplus by comparing it to the risk-based capital determined by the formula. Under RBC requirements, regulatory compliance
is determined by the ratio of a company’s total adjusted capital, as defined by the NAIC, to its company action level of RBC
(known as the RBC ratio), also as defined by the NAIC.
Four levels of regulatory attention may be triggered if the RBC ratio is insufficient:
•
•
•
•
“Company action level”—If the RBC ratio is between 75% and 100%, then the insurer must submit a plan to the
regulator detailing corrective action it proposes to undertake.
“Regulatory action level”—If the RBC ratio is between 50% and 75%, then the insurer must submit a plan, but a
regulator may also issue a corrective order requiring the insurer to comply within a specified period.
“Authorized control level”—If the RBC ratio is between 35% and 50%, then the regulatory response is the same as
at the “Regulatory action level,” but in addition, the regulator may take action to rehabilitate or liquidate the
insurer.
“Mandatory control level”—If the RBC ratio is less than 35%, then the regulator must rehabilitate or liquidate the
insurer.
At December 31, 2005, the RBC ratios of LNL, First Penn and LLANY reported to their respective states of domicile
and the NAIC were 437%, 585% and 691%, respectively.
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We believe that we will be able to maintain the RBC ratios of our insurance subsidiaries in excess of “Company action
level” through prudent underwriting, claims handling, investing and capital management. However, no assurances can be
given that developments affecting the insurance subsidiaries, many of which could be outside of our control, including but
not limited to changes in the regulatory environment, including changes to the manner in which the RBC ratio is calculated,
economic conditions and competitive conditions in the jurisdictions in which we write business, will not cause the RBC
ratios to fall below required levels resulting in a corresponding regulatory response.
The NAIC and the Life and Health Actuarial Task Force adopted in 2005 new requirements for calculating the RBC in
connection with variable annuity products with death and living benefit guarantees (C3 Phase 2). The new C3 Phase 2
requirements are effective as of December 31, 2005 and include transition rules where the RBC amount for these products are
the sum of 20% multiplied by the C3 Phase 2 calculated amount and 80% multiplied by the previous RBC amount held for
these products. The RBC ratios shown above for LNL, First Penn and LLANY include the effect of the C3 Phase 2
calculation where appropriate.
Under C3 Phase 1 testing, a component of RBC for fixed annuity policies is determined using projections of the
business under various interest rate scenarios instead of a prescribed factor. If the business is significant as measured by
specific tests required by the NAIC, then the C3 Phase 1 testing is required. If the business is not significant, then the
prescribed factor may be used. The NAIC currently allows companies to elect to perform C3 Phase 1 testing even if not
required to perform the calculation. Companies making the C3 Phase 1 election are required to do the testing in future years
and cannot return to the prescribed factor approach. In calculating its 2005 RBC, LNL has elected to perform C3 Phase 1
testing.
EMPLOYEES
As of December 31, 2005, we had a total of 5,259 employees. None of our employees are represented by a labor union,
and we are not a party to any collective bargaining agreements. We consider our employee relations to be good.
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The public may read and copy any materials that we file with the
SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains
an Internet website that contains reports, proxy and information statements, and other information regarding issuers,
including LNC, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at
http://www.sec.gov.
We also make available, free of charge, on or through our Internet website (http://www.lfg.com) our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC.
23
Item 1A. Risk Factors
You should carefully consider the risks described below before investing in our securities. The risks and uncertainties
described below 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. For additional risks concerning our previously announced merger with Jefferson-Pilot, see Amendment
No. 1 to our Form S-4 (Registration No. 333-130226).
Risk Factors in connection with Our Business
Our reserves for future policy benefits and claims related to our current and future business as well as businesses we
may acquire in the future may prove to be inadequate.
Our reserves for future policy benefits and claims may prove to be inadequate. We establish and carry, as a liability,
reserves based on estimates of how much we will need to pay for future benefits and claims. For our life insurance and
annuity products, we calculate these reserves based on many assumptions and estimates, including estimated premiums we
will receive over the assumed life of the policy, the timing of the event covered by the insurance policy, the amount of
benefits or claims to be paid and the investment returns on the assets we purchase with the premiums we receive. The
assumptions and estimates we use in connection with establishing and carrying our reserves are inherently uncertain.
Accordingly, we cannot determine with precision the ultimate amounts that we will pay for, or the timing of payment of,
actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level we assume prior to
payment of benefits or claims. If our actual experience is different from our assumptions or estimates, our reserves may prove
to be inadequate in relation to our estimated future benefits and claims. As a result, we would incur a charge to our earnings
in the quarter in which we increase our reserves.
Because the equity markets and interest rates impact our profitability, changes in equity markets and interest rates
may also negatively affect our business and profitability.
The fee revenue that we earn on equity-based variable annuities, unit-linked accounts, variable universal life
insurance policies and investment advisory business, is based upon account values. Because strong equity markets result in
higher account values, strong equity markets positively affect our net income through increased fee revenue. In addition, the
increased fee revenue resulting from strong equity markets increases the expected gross profits (“EGPs”) from variable
insurance products. As a result, the higher EGPs may result in lower net amortized costs related to deferred acquisition costs
(“DAC”), deferred sales inducements (“DSI”), the present value of in-force business (“PVIF”), and deferred front-end sales
loads (“DFEL”) associated with those products. For more information on DAC, DSI, PVIF and DFEL amortization, see
“Critical Accounting Policies” in the MD&A. Finally, the amount of reserves related to the GMDB for variable annuities is
tied to the difference between the value of the underlying accounts and the guaranteed death benefit, which is a benefit ratio
(present value of total expected GMDB payments over the life of the contract divided by the present value of total expected
assessments over the life of the contract). Both the level of expected GMDB payments and expected total assessments used
in calculating this benefit ratio are affected by the equity markets. Accordingly, strong equity markets will decrease the
amount of GMDB reserves that we must carry.
Conversely, a weakening of the equity markets results in lower fee income and, depending upon the significance of the
drop in the equity markets, may result in higher net expenses associated with DAC, DSI, PVIF and DFEL. Both lower fee
income and higher net expenses may have a material adverse effect on our results of operations and capital resources.
Furthermore, a decrease in the equity markets will increase the net amount at risk under the GMDB benefits we offer as part
of our variable annuity products, which has the effect of increasing the amount of GMDB reserves that we must carry. As a
result, if such reserves are not reasonable in relation to our expected liabilities for GMDB, it would likely result in an
increase in GMDB payments and would result in a decrease in the present value of total expected assessments over the life of
the contract. The result would be an increase the level of the GMDB reserves. Such an increase in reserves would result in a
charge to our earnings in the quarter in which we increase our reserves to bring them within a reasonable range of our
estimated future liabilities related to the GMDB guarantees.
Because the profitability of our fixed annuity and interest-sensitive whole life, universal life and fixed portion of
variable universal life insurance business depends in part on interest rate spreads, interest rate fluctuations could negatively
affect our profitability. Jefferson-Pilot also offers products the profitability of which depends in part on interest rate spreads.
Accordingly, our merger with Jefferson-Pilot may exacerbate this risk.
Changes in interest rates may reduce both our profitability from spread businesses and our return on invested capital.
Some of our products, principally fixed annuities and interest-sensitive whole life, universal life and the fixed portion of
variable universal life insurance, expose us to the risk that changes in interest rates will reduce our “spread”, or the difference
between the amounts that we are required to pay under the contracts and the amounts we are able to earn on our general
24
account investments intended to support our obligations under the contracts. Declines in our spread from these products could
have a material adverse effect on our businesses or results of operations.
In periods of increasing interest rates, we may not be able to replace the assets in our general account with higher
yielding assets needed to fund the higher crediting rates necessary to keep our interest sensitive products competitive. We
therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing
contracts and related assets. In periods of declining interest rates, we have to reinvest the cash we receive as interest or return
of principal on our investments in lower yielding instruments then available. Moreover, borrowers may prepay fixed-income
securities, commercial mortgages and mortgage-backed securities in our general account in order to borrow at lower market
rates, which exacerbates this risk. Because we are entitled to reset the interest rates on our fixed rate annuities only at limited,
pre-established intervals, and since many of our policies have guaranteed minimum interest or crediting rates, our spreads
could decrease and potentially become negative.
Increases in interest rates may cause increased surrenders and withdrawals of insurance products. In periods of
increasing interest rates, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may
increase as policyholders seek to buy products with perceived higher returns. This process may lead to a flow of cash out of
our businesses. These outflows may require investment assets to be sold at a time when the prices of those assets are lower
because of the increase in market interest rates, which may result in realized investment losses. A sudden demand among
consumers to change product types or withdraw funds could lead us to sell assets at a loss to meet the demand for funds. In
addition, unanticipated withdrawals and terminations also may require us to accelerate DAC, DSI, PVIF and DFEL
amortization. This would increase our current expenses.
A downgrade in our claims-paying 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.
Nationally recognized rating agencies rate the financial strength of our principal insurance subsidiaries and the debt of
LNC. Ratings are not recommendations to buy our securities. Please see “Ratings” beginning on page 17 for a complete
description of our ratings.
Our claims-paying ratings, which are intended to measure our ability to meet policyholder obligations, are an important
factor affecting public confidence in most of our products and, as a result, our competitiveness. The interest rates we pay on
our borrowings are largely dependent on our credit ratings. Each of the rating agencies reviews its ratings periodically, and
our current ratings may not be maintained in the future. A downgrade of the financial strength rating of one of our principal
insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to
market our products as potential customers may select companies with higher financial strength ratings. This could lead to a
decrease in fees as outflows of assets increase, and therefore, result in lower fee income. Furthermore, sales of assets to meet
customer withdrawal demands could also result in losses, depending on market conditions. A downgrade of our debt ratings
could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely
increase our cost of capital. In addition, a downgrade of these ratings could make it more difficult to raise capital to refinance
any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the
current financial strength ratings of our principal insurance subsidiaries described above.
A drop in the rankings of the mutual funds that we manage as well as a loss of key portfolio managers could result in
lower advisory fees.
While mutual funds are not rated, per se, many industry periodicals and services, such as Lipper, provide rankings of
mutual fund performance. Under “—Investment Management,” we have disclosed the number of our 25 largest retail mutual
funds (based on assets under management), as well as all of our retail mutual funds, that rank in the top half of their Lipper
category for the one-, three- and five-year periods ended December 31, 2005. These rankings often have an impact on the
decisions of customers regarding which mutual funds to invest in. If the rankings of the mutual funds for which we provide
advisory services decrease materially, the funds’ assets may decrease as customers leave for funds with higher performance
rankings. Similarly, a loss of our key portfolio managers who manage mutual fund investments could result in poorer fund
performance, as well as customers leaving these mutual funds for new mutual funds managed by the portfolio managers. Any
loss of fund assets would decrease the advisory fees that we earn from such mutual funds, which are generally tied to the
amount of fund assets and performance. This would have an adverse effect on our results of operations.
25
Our businesses are heavily regulated and changes in regulation may reduce our profitability.
Our insurance subsidiaries are subject to extensive supervision and regulation in the states in which we do business.
The supervision and regulation relate to numerous aspects of our business and financial condition. The primary purpose of
the supervision and regulation is the protection of our insurance policyholders, and not our investors. The extent of regulation
varies, but generally is governed by state statutes. These statutes delegate regulatory, supervisory and administrative authority
to state insurance departments. This system of supervision and regulation covers, among other things:
•
•
•
•
•
•
•
•
•
standards of minimum capital requirements and solvency, including risk-based capital measurements;
restrictions of certain transactions between our insurance subsidiaries and their affiliates;
restrictions on the nature, quality and concentration of investments;
restrictions on the types of terms and conditions that we can include in the insurance policies offered by our
primary insurance operations;
limitations on the amount of dividends that insurance subsidiaries can pay;
the existence and licensing status of the company under circumstances where it is not writing new or renewal
business;
certain required methods of accounting;
reserves for unearned premiums, losses and other purposes; and
assignment of residual market business and potential assessments for the provision of funds necessary for the
settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies.
The regulations of the state insurance departments may affect the cost or demand for our products and may impede us
from taking actions we might wish to take to increase our profitability. For example, in July 2005, a committee of the NAIC
adopted a change to Actuarial Guideline 38 (also known as “AXXX”), the statutory reserve requirements for UL products
with secondary guarantees, such as LNL’s LPR product. This proposal was formally adopted by the NAIC in 2005 with an
effective date of July 1, 2005.
The proposal does not affect business written prior to the effective date of July 1, 2005. We continue to evaluate
potential modifications to our universal life products with secondary guarantees that may be made in response to the revised
regulation. Although the impact of this proposal on future sales of guaranteed no-lapse UL cannot be predicted, it may result
in a price increase for such products, and therefore, may lower sales of such products.
Further, we may be unable to maintain all required licenses and approvals and our business may not fully comply with
the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations,
which may change from time to time. Also, regulatory authorities have relatively broad discretion to grant, renew or revoke
licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory
requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of
our activities or impose substantial fines. Further, insurance regulatory authorities have relatively broad discretion to issue
orders of supervision, which permit such authorities to supervise the business and operations of an insurance company. As of
December 31, 2005, no state insurance regulatory authority had imposed on us any substantial fines or revoked or suspended
any of our licenses to conduct insurance business in any state or issued an order of supervision with respect to our insurance
subsidiaries, which would have a material adverse effect on our results of operations or financial condition.
In addition, LFA and LFD as well as our variable annuities and variable life insurance products are subject to
regulation and supervision by the SEC and the NASD. Our Investment Management segment, like other investment
management groups, is subject to regulation and supervision by the SEC, NASD, MSRB, the Pennsylvania Department of
Banking and jurisdictions of the states, territories and foreign countries in which they are licensed to do business. Lincoln UK
is subject to regulation by the FSA in the U.K. These laws and regulations generally grant supervisory agencies and self-
regulatory organizations broad administrative powers, including the power to limit or restrict the subsidiaries from carrying
on their businesses in the event that they fail to comply with such laws and regulations.
Many of the foregoing regulatory or governmental bodies have the authority to review our products and business
practices and those of our agents and employees. In recent years, there has been increased scrutiny of our businesses by these
bodies, which has included more extensive examinations, regular “sweep” inquiries and more detailed review of disclosure
documents. These regulatory or governmental bodies may bring regulatory or other legal actions against us if, in their view,
26
our practices, or those of our agents or employees, are improper. These actions can result in substantial fines, penalties or
prohibitions or restrictions on our business activities and could have a material adverse effect on our business, results of
operations or financial condition.
For further information on regulatory matters relating to us, see “Regulatory Matters” above.
Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our
businesses.
There continues to be a significant amount of federal and state regulatory activity in the industry relating to numerous
issues including, but not limited to, market timing and late trading of mutual fund and variable insurance products and
broker-dealer access arrangements. Like others in the industry, we have received inquiries including requests for information
and/or subpoenas from various authorities including the SEC, the NASD and the New York Attorney General, as well as
notices of potential proceedings from the SEC and NASD. We are in the process of responding to, and in some cases have
settled or are in the process of settling, certain of these inquiries and potential proceedings. We continue to cooperate fully
with such authorities. In addition, we are, and in the future may be, subject to legal actions in the ordinary course of our
insurance and investment management operations, both domestically and internationally. Pending legal actions include
proceedings relating to aspects of our businesses and operations that are specific to us, and proceedings that are typical of the
businesses in which we operate. Some of these proceedings have been brought on behalf of various alleged classes of
complainants. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or
exemplary damages. Substantial legal liability in these or future legal or regulatory actions could have a material financial
effect or cause significant harm to our reputation, which in turn could materially harm our business prospects.
Changes in federal income tax law could make some of our products less attractive to consumers and increase our tax
costs.
EGTRRA as well as the 2003 Act contain provisions that will, over time, significantly lower individual tax rates. This
will have the effect of reducing the benefits of deferral on the build-up of value of annuities and life insurance products.
EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially
eliminate the step-up in basis rule applicable to property held in a decedent’s estate. Many of these provisions expire in 2008
and 2010, unless extended. The Bush Administration continues to propose that many of the foregoing rate reductions be
made permanent, as well as several tax-favored savings initiatives, such as the elimination of the estate tax, that, if enacted by
Congress, could also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the
surrender of such products. Although we cannot predict the overall effect on the sales of our products of the tax law changes
included in these Acts, some of these changes might hinder our sales and result in the increased surrender of insurance
products.
Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which
could negatively affect our businesses or result in losses.
We have devoted significant resources to develop our risk management policies and procedures and expect to continue
to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully
effective. Many of our methods of managing risk and exposures are based upon our use of observed historical market
behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be
significantly greater than the historical measures indicate, such as the risk of pandemics causing a large number of deaths.
Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe
occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate,
complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other
things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and
procedures may not be fully effective.
Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in
sufficient amounts would harm our ability to meet our obligations and pay future dividends.
We are a holding company, and we have no direct operations. Our principal asset is the capital stock of our insurance
and investment management subsidiaries. Our ability to meet our obligations for payment of interest and principal on
outstanding debt obligations and to pay dividends to shareholders and corporate expenses depends upon the surplus and
earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Payments
of dividends and advances or repayment of funds to us by our subsidiaries are restricted by the applicable laws of their
respective jurisdictions, including laws establishing minimum solvency and liquidity thresholds. Changes in these laws, such
as New York State amendments to its statutory reserve requirements, can constrain the ability of our subsidiaries to pay
dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and
corporate expenses.
27
We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations.
We follow the insurance practice of reinsuring with other insurance and reinsurance companies a portion of the risks
under the policies written by our insurance subsidiaries (known as ceding). At the end of 2005, we have ceded approximately
$256.7 billion of life insurance in-force to reinsurers for reinsurance protection. Although reinsurance does not discharge our
subsidiaries from their primary obligation to pay policyholders for losses insured under the policies we issue, reinsurance
does make the assuming reinsurer liable to the insurance subsidiaries for the reinsured portion of the risk. As of December
31, 2005, we had $6.9 billion of reinsurance receivables from reinsurers for paid and unpaid losses, for which they are
obligated to reimburse us under our reinsurance contracts. Of this amount, $4.1 billion relates to the sale of our reinsurance
business to Swiss Re in 2001 through an indemnity reinsurance agreement. During 2004, Swiss Re funded a trust to support
this business. The balance in the trust changes as a result of ongoing reinsurance activity and was $1.7 billion at December
31, 2005. In addition, should Swiss Re Life & Health America Inc. (“SRLHA”) financial strength ratings drop below either
S&P AA- or AM Best A or their NAIC risk based capital ratio fall below 250%, assets equal to the reserves supporting
business reinsured must be placed into a trust according to pre-established asset quality guidelines. Furthermore,
approximately $2.0 billion of the Swiss Re treaties are funds-withheld structures where we have a right of offset on assets
backing the reinsurance receivables. The balance of the reinsurance is due from a diverse group of reinsurers. The
collectibility of reinsurance is largely a function of the solvency of the individual reinsurers. We perform annual credit
reviews on our reinsurers, focusing on, among other things, financial capacity, stability, trends and commitment to the
reinsurance business. We also require assets in trust, letters of credit or other acceptable collateral to support balances due
from reinsurers not authorized to transact business in the applicable jurisdictions. Despite these measures, a reinsurer’s
insolvency, inability or unwillingness to make payments under the terms of a reinsurance contract, especially Swiss Re, could
have a material adverse effect on our results of operations and financial condition.
Significant adverse mortality experience may result in the loss of, or higher prices for, reinsurance.
We reinsure approximately 85% to 90% of the mortality risk on fully underwritten newly issued life insurance
contracts. Our current policy is to retain no more than $5.0 million on a single insured life issued on fixed and variable
universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for Corporate
Owned Life Insurance (COLI) is $1 million and $2 million, respectively. Beginning in September 2005, we changed our
reinsurance program for our primary term products from coinsurance to renewable term and from 90% to 80% on a first
dollar quota share basis. In January 2006, we changed this program from 80% first dollar quota share to an excess of
retention program.
In a coinsurance program, the reinsurer shares proportionately in all financial terms of the reinsured policies, i.e.
premiums, expenses, claims, etc. based on their respective quota share of the risk. In a renewable term program, the reinsurer
is paid a renewable term premium to cover the proportionate share of mortality risk assumed by the reinsurer. In a first dollar
quota share program, the reinsurer receives a proportionate share of all risks issued based on their respective quota share of
the risk. In an excess of retention program, the reinsurer assumes a proportionate share of risks that exceed our per life
retention.
These retention limits are reviewed regularly for continued appropriateness and may be changed in the future. If we
were to experience adverse mortality experience, a significant portion of that would be reimbursed by our reinsurers.
Prolonged or severe adverse mortality experience could result in increased reinsurance costs and ultimately, reinsurers not
willing to offer coverage. If we are unable to maintain our current level of reinsurance or purchase new reinsurance
protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net
exposures or revise our pricing to reflect higher reinsurance premiums. If this were to occur, we may be exposed to reduced
profitability and cash flow strain or we may not be able to price new business at competitive rates.
We may be unable to attract and retain sales representatives and other employees, particularly financial advisors.
We compete to attract and retain financial advisors, portfolio managers and other employees, as well as independent
distributors of our products. Intense competition exists for persons and independent distributors with demonstrated ability.
We compete with other financial institutions primarily on the basis of our products, compensation, support services and
financial position. Sales in our businesses and our results of operations and financial condition could be materially adversely
affected if we are unsuccessful in attracting and retaining financial advisors, portfolio managers and other employees, as well
as independent distributors of our products. For example, in 2005, we changed the compensation structure for LFA’s
financial advisors. Although we believe the new compensation structure will benefit us, our policyholders and our planners, if
a significant number of financial advisors terminate their affiliation with us, it could have a negative impact on our sales and
ability to retain existing in-force business. During 2005, the number of new planners recruited to LFA was down relative to
prior years, which is partially a result of LFA focusing more on recruiting experienced planners than in it had in prior years.
28
Our sales representatives are not captive and may sell products of our competitors.
We sell our annuity and life insurance products through independent sales representatives. These representatives are
not captive, which means they may also sell our competitors’ products. If our competitors offer products that are more
attractive than ours, or pay higher commission rates to the sales representatives than we do, these representatives may
concentrate their efforts in selling our competitors’ products instead of ours.
Intense competition could negatively affect our ability to maintain or increase our profitability.
Our businesses are intensely competitive. We compete based on a number of factors including name recognition,
service, the quality of investment advice, investment performance, product features, price, perceived financial strength, and
claims-paying and credit ratings. Our competitors include insurers, broker-dealers, financial advisors, asset managers and
other financial institutions. A number of our business units face competitors that have greater market share, offer a broader
range of products or have higher claims-paying or credit ratings than we do.
In recent years, there has been substantial consolidation and convergence among companies in the financial services
industry resulting in increased competition from large, well-capitalized financial services firms. Many of these firms also
have been able to increase their distribution systems through mergers or contractual arrangements. Furthermore, larger
competitors may have lower operating costs and an ability to absorb greater risk while maintaining their financial strength
ratings, thereby allowing them to price their products more competitively. We expect consolidation to continue and perhaps
accelerate in the future, thereby increasing competitive pressure on us.
Losses due to defaults by others could reduce our profitability or negatively affect the value of our investments.
Third parties that owe us money, securities or other assets may not pay or perform their obligations. These parties
include the issuers whose securities we hold, borrowers under the mortgage loans we make, customers, trading
counterparties, counterparties under swaps and other derivative contracts, reinsurers and other financial intermediaries. These
parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate
values, operational failure, corporate governance issues or other reasons. A downturn in the U.S. and other economies could
result in increased impairments.
Anti-takeover provisions could delay, deter or prevent our change in control even if the change in control would be
beneficial to LNC shareholders.
We are an Indiana corporation subject to Indiana state law. Certain provisions of Indiana law could interfere with or
restrict takeover bids or other change in control events affecting us. Also, provisions in our articles of incorporation, bylaws
and other agreements to which we are a party could delay, deter or prevent our change in control, even if a change in control
would be beneficial to shareholders. In addition, under Indiana law, directors may, in considering the best interests of a
corporation, consider the effects of any action on stockholders, employees, suppliers and customers of the corporation and the
communities in which offices and other facilities are located, and other factors the directors consider pertinent. One statutory
provision prohibits, except under specified circumstances, LNC from engaging in any business combination with any
shareholder who owns 10% or more of our common stock (which shareholder, under the statute, would be considered an
“interested shareholder”) for a period of five years following the time that such shareholder became an interested shareholder,
unless such business combination is approved by the board of directors prior to such person becoming an interested
shareholder. In addition, our articles of incorporation contain a provision requiring holders of at least three-fourths of our
voting shares then outstanding and entitled to vote at an election of directors, voting together, to approve a transaction with
an interested shareholder rather than the simple majority required under Indiana law.
In addition to the anti-takeover provisions of Indiana law, there are other factors that may delay, deter or prevent our
change in control. As an insurance holding company, we are regulated as an insurance holding company and are subject to
the insurance holding company acts of the states in which our insurance company subsidiaries are domiciled. The insurance
holding company acts and regulations restrict the ability of any person to obtain control of an insurance company without
prior regulatory approval. Under those statutes and regulations, without such approval (or an exemption), no person may
acquire any voting security of a domestic insurance company, or an insurance holding company which controls an insurance
company, or merge with such a holding company, if as a result of such transaction such person would “control” the insurance
holding company or insurance company. “Control” is generally defined as the direct or indirect power to direct or cause the
direction of the management and policies of a person and is presumed to exist if a person directly or indirectly owns or
controls 10% or more of the voting securities of another person.
29
Risk Factors in connection with the Jefferson-Pilot Merger
The announcement and pendency of the merger with Jefferson-Pilot, whether or not the merger is completed, could
cause disruptions in our and Jefferson-Pilot’s businesses, which could have an adverse effect on ourr business and
financial results.
Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in
our and Jefferson-Pilot’s businesses. Specifically:
(cid:120)(cid:3)
(cid:120)(cid:3)
current and prospective employees and agents may experience uncertainty about their future roles with the
resulting company, which might adversely affect our and Jefferson-Pilot’s ability to retain key managers
and other employees and agents; and
the attention of our and Jefferson-Pilot’s management may be directed toward the completion of the merger
and not their ongoing businesses.
The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being
completed, which may cause the market price of our common stock to decline.
The merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and
approvals of our and Jefferson-Pilot’s shareholders. If any condition to the merger is not satisfied or waived, to the extent
permitted by law or stock exchange rule, the merger will not be completed. In addition, we and Jefferson-Pilot may
terminate the merger agreement under certain circumstances. If we and Jefferson-Pilot do not complete the merger, the
market price of our common stock may fluctuate to the extent that the current market prices of those shares reflect a market
assumption that the merger will be completed. Further, whether or not the merger is completed, we will also be obligated to
pay certain investment banking, financing, legal and accounting fees and related expenses in connection with the merger,
which could negatively impact results of operations when incurred. In addition, neither company would realize any of the
expected benefits of having completed the merger. If the merger is not completed, we cannot assure our shareholders that
additional risks will not materialize or not materially adversely affect our business, financial results, financial condition and
stock prices.
The anticipated benefits of combining Jefferson-Pilot and us may not be realized.
We and Jefferson-Pilot entered into the merger agreement with the expectation that the merger would result in
various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the
resulting company in its businesses, cross-selling opportunities, cost savings and operating efficiencies. Achieving the
anticipated benefits of the merger is subject to a number of uncertainties, including whether we and Jefferson-Pilot are
integrated in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these
anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of
management’s time and energy and could materially impact the resulting company’s business, financial condition and
operating results.
We may have difficulty integrating Jefferson-Pilot and may incur substantial costs in connection with the integration.
We may experience material unanticipated difficulties or expenses in connection with integrating Jefferson-Pilot,
especially given the relatively large size of the merger. Integrating Jefferson-Pilot with us will be a complex, time-
consuming and expensive process. Before the merger, we and Jefferson-Pilot operated independently, each with its own
business, products, customers, employees, culture and systems.
We may face substantial difficulties, costs and delays in integrating Jefferson-Pilot. These factors may include:
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
perceived adverse changes in product offerings available to clients or client service standards, whether or
not these changes do, in fact, occur;
conditions imposed by regulators in connection with their decisions whether to approve the merger;
potential charges to earnings resulting from the application of purchase accounting to the transaction;
the retention of existing clients, key portfolio managers, sales representatives and wholesalers of each
company; and
retaining and integrating management and other key employees of the resulting company.
30
After the merger, we may seek to combine certain operations and functions using common information and
communication systems, operating procedures, financial controls and human resource practices, including training,
professional development and benefit programs. We may be unsuccessful or delayed in implementing the integration of
these systems and processes.
Any one or all of these factors may cause increased operating costs, worse than anticipated financial performance or
the loss of clients, employees and agents. Many of these factors are outside our control.
Item 2. Properties
LNC and the various operating businesses own or lease approximately 2.5 million square feet of office space. The
governance group for LNC, the Investment Management segment, LFD and LFA lease 0.4 million square feet of office space
in Philadelphia, Pennsylvania. The operating units in the Fort Wayne, Indiana area lease 0.8 million square feet. Also,
businesses operating in the Chicago, Illinois metro area; Hartford, Connecticut and the United Kingdom own or lease another
0.4 million square feet of office space. An additional 0.9 million square feet of office space is owned or leased in other U.S.
cities for branch offices and other operations. As provided in Note 9 to the Consolidated Financial Statements in Part II, Item
8 of this Form 10-K, the rental expense on operating leases for office space and equipment totaled $64.6 million for 2005.
Office space rent expense accounts for $61.1 million of this total. This discussion regarding properties does not include
information on investment properties.
Item 3. Legal Proceedings
LNC and its subsidiaries are involved in various pending or threatened legal proceedings, including purported class
actions, arising from the conduct of business. In some instances, these proceedings include claims for unspecified or
substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for
equitable relief. After consultation with legal counsel and a review of available facts, it is management’s opinion that these
proceedings ultimately will be resolved without materially affecting the consolidated financial position of LNC. See Note 9
to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for additional information.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of 2005, no matters were submitted to security holders for a vote.
31
Executive Officers of the Registrant
Executive Officers of the Registrant as of March 3, 2006 were as follows:
Name
Jon A. Boscia
Age**
53
Frederick J. Crawford
Robert W. Dineen
Jude T. Driscoll
John H. Gotta
Barbara S. Kowalczyk
Elizabeth L. Reeves
Dennis L. Schoff
Michael Tallett-Williams
Westley V. Thompson
42
56
42
55
54
52
46
52
51
Position with LNC and Business Experience During the Past Five Years
Chairman, Chief Executive Officer and Director, LNC (since 2001). President
and Director, The Lincoln National Life Insurance Company* (LNL) (1998-
2004).
Senior Vice President and Chief Financial Officer, LNC (since 2004). Vice
President and Treasurer, LNC (2001-2004).
Chief Executive Officer and President, Lincoln Financial Advisors* (since
2002). Senior Vice President, Managed Asset Group, Merrill Lynch, a
diversified financial services company (2001-2002).
Chief Executive Officer and President of Lincoln National Investment
Company* and Delaware Management Holdings, Inc.* (since 2003). Interim
Chief Executive Officer, Delaware Management Holdings, Inc. (2002).
Executive Vice President, Head of Fixed Income, Delaware Management
Holdings, Inc. (2000-2002).
President and Director, The Lincoln National Life Insurance Company* (LNL)
(since 2004), Chief Executive Officer and Executive Vice President of Life
Insurance and Retirement Services, LNL (since 2003). Chief Executive Officer
and Executive Vice President of Life Insurance, LNL (2000-2003).
Senior Vice President, Corporate Planning and Development, LNC (since 1994).
Senior Vice President, Chief Human Resources Officer, LNC (since 2005).
Senior Vice President, Human Resources, The ServiceMaster Company, a home
services company (2002-2004). Executive Vice President, Human Resources,
BCOM 3 Group (now Publicis), a communications company (2000-2002).
Senior Vice President, LNC and General Counsel (since 2002). Vice President
and Deputy General Counsel, LNC (2001-2002). Vice President and Associate
General Counsel, LNC (2000-2001).
Chief Executive Officer and Managing Director, Lincoln National (UK)* (since
2000). Chief Financial Officer, Lincoln National (UK)* (1995-2000).
Chief Executive Officer and President, Lincoln Financial Distributors* (since
2000). Senior Vice President, Lincoln Life and Annuity Distributors (1998-
2002).
Denotes a subsidiary of LNC.
*
** Age shown is based on the officer’s age as of March 3, 2006.
Upon the completion of the merger with Jefferson-Pilot, we expect our executive officers will change.
32
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
(a) Stock Market and Dividend Information
The dividend on our common stock is declared each quarter by our Board of Directors. In determining dividends, the
Board takes into consideration items such as our financial condition, including current and expected earnings, projected cash
flows and anticipated financing needs. For potential restrictions on our ability to pay dividends, see “Item 7—MD&A—
Review of Consolidated Financial Condition” and Note 9 to the Consolidated Financial Statements. The range of market
prices and cash dividends declared by calendar quarter for the past two years are as follows:
Common Stock Data: (per share)
2005
High
Low
Dividend Declared
2004
High
Low
Dividend Declared
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$
49.42
44.36
0.365
$
47.77
41.59
0.365
$
48.87
39.98
0.350
$
50.38
43.26
0.350
$
$
$
$
52.42
46.59
0.365
47.50
41.90
0.350
54.41
46.94
0.380
48.70
40.78
0.365
At December 31, 2005, the number of shareholders of record of LNC’s common stock was 9,141.
Exchanges: New York, Chicago and Pacific.
Stock Exchange Symbol: LNC
(b) Not Applicable
(c) Issuer Purchases of Equity Securities
The following table summarizes purchases of equity securities by the issuer during the quarter ended December 31,
2005:
Period
10/1/05 - 10/31/05
11/1/05 - 11/30/05
12/1/05 - 12/31/05
(a) Total Number
of Shares (or Units)
Purchased (1)
(b) Average Price Paid
per Share (or Unit)
5,279
$
51.20
44,993
27,168
50.42
51.84
(c) Total Number
of Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (2)
(d) Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (in millions) (3)
$
221.6
$
221.6
$
221.6
-
-
-
(1) Of the total number of shares purchased, 61,686 shares were received in connection with the exercise of stock options
(2)
and related taxes and 15,754 shares were withheld for taxes on the vesting of restricted stock. For the quarter ended
December 31, 2005, there were no shares purchased as part of publicly announced plans or programs.
In August 2002, the Board of Directors of LNC authorized share repurchases of $600 million. In January 2006, our
Board of Directors approved a $1.6 billion increase in the share repurchase authorization, bringing the total current
authorization to $1.8 billion. There is no termination date in connection with this authorization. The amount and timing
of share repurchase 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.
(3) As of the last day of the applicable month.
(d) Information on Securities Authorized for Issuance Under Equity Compensation Plans is in Item 12.
33
Item 6. Selected Financial Data
Year Ended December 31
Total revenue
Income before cumulative effect of accounting changes
Cumulative Effect of Accounting Changes
Net income
Per Share Data: (2)
Net Income-Diluted
Net Income-Basic
Common stock dividends
$
$
$
$
2005
5,487.9
831.1
-
831.1
(millions of dollars, except per share data)
2004
5,371.3
731.5
(24.5)
707.0
2003
5,283.9
767.1
(255.2)
511.9
2002
4,635.5
48.8
-
48.8
$
$
$
$
$
4.72
4.80
1.475
$
3.95
4.01
1.415
$
2.85
2.89
1.355
$
0.26
0.27
1.295
At December 31
Assets
Long-term debt
Junior subordinated debentures issued to affiliated trusts
Shareholders' equity
Per Share Data: (2)
$
2005
124,787.6
999.0
334.0
6,384.4
$
(millions of dollars, except per share data)
2003
106,744.9
1,117.5
341.3
5,811.6
2004
116,219.3
1,048.6
339.8
6,175.6
2002
93,184.6
1,119.2
392.7
5,347.5
$
$
$
$
$
$
2001(1)
6,378.0
561.2
(15.6)
545.6
2.85
2.89
1.235
2001
98,041.6
861.8
474.7
5,303.8
Shareholders' equity (including accumulated
other comprehensive income)
Shareholders' equity (excluding accumulated
other comprehensive income)
Market value of common stock
$
36.69
$
35.53
$
32.56
$
30.10
$
28.32
33.66
53.03
30.17
46.68
27.69
40.37
25.97
31.58
27.39
48.57
(1) LNC sold its reinsurance operations for approximately $2.0 billion in December 2001. Revenues for 2001 included $1.7
billion from the reinsurance operations.
(2) Per share amounts were affected by the retirement of 2.3 million, 7.6 million, 12.1 million and 11.3 million shares of
common stock in 2005, 2004, 2002, and 2001, respectively. In addition, 4.6 million shares of common stock were issued
in 2001 related to the settlement of purchase contracts issued in conjunction with FELINE PRIDES financing.
34
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of the financial condition of Lincoln National Corporation and its consolidated
subsidiaries (“LNC” or the “Company” which also may be referred to as “we” or “us”) as of December 31, 2005, compared
with December 31, 2004, and the results of operations of LNC for 2005 and 2004, compared with the immediately preceding
year. The balance sheet information presented below is as of December 31 for each respective year. The statement of
operations information is for the year ended December 31 for each respective year.
This discussion and analysis should be read in conjunction with our audited Consolidated Financial Statements and
Notes thereto presented in Item 8 (“Consolidated Financial Statements”). You should also read our discussion of “Critical
Accounting Policies” beginning on page 40 for an explanation of those accounting estimates that we believe are most
important to the portrayal of our financial condition and results of operations and that require our most difficult, subjective
and complex judgments.
Forward-Looking Statements—Cautionary Language
Certain statements made in this report and in other written or oral statements made by LNC or on LNC’s 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, and may contain words like: “believe”,
“anticipate”, “expect”, “estimate”, “project”, “will”, “shall” and other words or phrases with similar meaning. LNC claims
the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the
results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially,
some of which are described within the forward-looking statements include, among others:
•
•
Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, LNC’s
products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business,
including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees
under universal life and variable annuity products such as Actuarial Guideline 38; restrictions on revenue sharing
and 12b-1 payments; and the potential for United States Federal tax reform;
The initiation of legal or regulatory proceedings against LNC or its subsidiaries and the outcome of any legal or
regulatory proceedings, such as: (a) adverse actions related to present or past business practices common in
businesses in which LNC and its subsidiaries compete; (b) adverse decisions in significant actions including, but
not limited to, actions brought by federal and state authorities, and extra-contractual and class action damage
cases; (c) new decisions which change the law; and (d) unexpected trial court rulings;
• Changes in interest rates and reductions in or continued low interest rates may cause a reduction of investment
income, the margins of LNC’s fixed annuity and life insurance businesses and demand for LNC’s products;
• A decline in the equity markets may cause a reduction in the sales of LNC’s products, a reduction of asset fees that
LNC charges on various investment and insurance products, an acceleration of amortization of deferred acquisition
costs (“DAC”), present value of in-force (“PVIF”), deferred sales inducements (“DSI”) and deferred front-end
loads (“DFEL”) and an increase in liabilities related to guaranteed benefit features of LNC’s variable annuity
products;
•
Ineffectiveness of LNC’s various hedging strategies used to offset the impact of declines in the equity markets;
• A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates and equity market
returns from LNC’s assumptions used in pricing its products, in establishing related insurance reserves, and in the
amortization of intangibles that may result in an increase in reserves and a decrease in net income;
• Changes in accounting principles generally accepted in the United States (“GAAP”) that may result in
unanticipated changes to LNC’s net income;
•
Lowering of one or more of LNC’s credit ratings issued by nationally recognized statistical rating organizations,
and the adverse impact such action may have on LNC’s ability to raise capital and on its liquidity and financial
condition;
35
•
•
•
Lowering of one or more of the insurer financial strength ratings of LNC’s insurance subsidiaries, and the adverse
impact such action may have on the premium writings, policy retention, and profitability of its insurance
subsidiaries;
Significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain
investments in the portfolios of LNC’s companies requiring that LNC realize losses on such investments;
The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including
LNC’s ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions;
•
The adequacy and collectibility of reinsurance that LNC has purchased;
• Acts of terrorism or war that may adversely affect LNC’s 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 LNC can charge for its products;
•
•
The unknown impact on LNC’s business resulting from changes in the demographics of LNC’s client base, as
aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life;
Loss of key management, portfolio managers in the Investment Management segment, financial planners in
Lincoln Financial Advisors (“LFA”) or wholesalers in Lincoln Financial Distributors (“LFD”); and
• Changes in general economic or business conditions, both domestic and foreign, that may be less favorable than
expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit
costs and funding, and investment results.
•
In connection with the merger: (1) our shareholders may not approve the issuance of shares in connection with the
merger and/or the Jefferson-Pilot shareholders may not approve and adopt the merger agreement and the
transactions contemplated by the merger agreement at the special shareholder meetings; (2) we may be unable to
obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or
result in the imposition of conditions that could have a material adverse effect on the combined company or cause
us to abandon the merger; (3) we may be unable to complete the merger or completing the merger may be more
costly than expected because, among other reasons, conditions to the closing of the merger may not be satisfied;
(4) problems may arise with the ability to successfully integrate our and Jefferson-Pilot's businesses, which may
result in the combined company not operating as effectively and efficiently as expected; (5) the combined
company may not be able to achieve the expected synergies from the merger or it may take longer than expected to
achieve those synergies; and (6) the merger may involve unexpected costs or unexpected liabilities, or the effects
of purchase accounting may be different from our expectations.
The risks included here are not exhaustive. Other sections of this report, including the “Risk Factors” beginning on
page 24 and LNC’s quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC
include additional factors which could impact LNC’s business and financial performance. For risks concerning our
previously announced merger with Jefferson-Pilot Corporation (“Jefferson-Pilot”), see Amendment No. 1 to our Form S-4
(Registration No. 333-130226) filed with the Securities and Exchange Commission (“SEC”) on February 9, 2006. Moreover,
LNC operates 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 impact of all risk factors on LNC’s business 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, LNC disclaims any obligation to update any forward-looking statements to reflect events or
circumstances that occur after the date of this report.
36
INTRODUCTION
LNC is a holding company, which operates multiple insurance and investment management businesses through
subsidiary companies. “Lincoln Financial Group” is the marketing name for LNC and its subsidiary companies. Operations
are divided into four business segments: 1) Lincoln Retirement, 2) Life Insurance, 3) Investment Management and 4) Lincoln
UK. We also have an “Other Operations” category that includes the financial data for the operations of LFA and LFD, our
retail and wholesale distributors, and for operations that are not directly related to the business segments, unallocated
corporate items (such as corporate investment income, interest expense on corporate debt and expenses not allocated to the
business segments), and the amortization of the deferred gain on the sale of our former reinsurance segment.
Executive Summary
We view our business similar to a columned structure. The base of the structure is our employees. Overlaying the base
is financial and risk management, which is the cornerstone of our management and business philosophy. Talented employees
and strong financial and risk management provide the foundation from which we operate and grow our company. With that
as a foundation, there are three pillars that we focus on—product excellence, power of the brand and distribution reach.
Product excellence is one of the pillars of our business. It is important that we continually develop and provide
products to the marketplace that not only meet the needs of our customers and compete effectively, but also satisfy our risk
profile and meet our profitability standards. Through our business segments, we provide individual, group, and employer-
sponsored variable and fixed annuities, individual and corporate-owned life insurance, 401(k) and 403(b) plans, 529 college
savings plans, mutual funds, managed accounts, institutional investment and financial planning and advisory services.
Within the variable annuity arena, our Lincoln Smart SecuritySM Advantage, with its one and five-year reset feature,
experienced significant growth during the year, with elections increasing to 55% of deposits for 2005. In addition, we offer a
patented annuity product feature, i4LIFE®, which we introduced a few years ago to meet the needs of baby boomers for
retirement income as they enter the retirement phase of their life cycle. The i4LIFE® Advantage product offers a guaranteed
minimum income benefit (“GIB”) rider, which can be elected to provide a floor to the amount of income available from the
annuity during retirement. In 2005, elections of i4LIFE® were $1.0 billion, an increase of nearly $600 million over 2004. We
believe that as the baby-boomer generation reaches retirement age it will present an emerging opportunity for companies like
ours that offer products that allow the baby-boomers to better manage their wealth accumulation, retirement income and
wealth transfer needs. We believe that this is a long-term opportunity for the industry and us.
In our Life Insurance operation, in 2005, our new variable universal life product with a lapse protection rider, VULONE,
made significant gains in the marketplace. We developed this product in response to a major challenge that we face from
continued competitive pressures, especially related to life insurance products with secondary guarantees. For products with
lapse protection riders, we remain committed to maintaining appropriate risk management and pricing discipline despite the
competitive environment. In addition, we are seeking capital market solutions in response to new regulations requiring
increases in statutory reserves for these products.
Our mutual fund offerings have had strong performance over the one-, three-, and five-year performance periods,
resulting in strong deposits and net flows and adding to the assets under management for both the retail and institutional
products lines in our Investment Management segment. Growth in deposits and net flows also benefited from changes during
the year in the management of certain asset category offerings. In addition, Lincoln DirectorSM, our defined contribution
retirement product, also contributed to the Investment Management segment’s growth in deposits and net flows in 2005.
The second pillar of our business is the power of the brand. We believe that name recognition and brand awareness
among financial intermediaries and their clients is a key to our success in the financial services industry. We believe a
critical factor in differentiating us from our competition is having the potential decision makers who buy and sell our product
recognize our name and brand. In 2005, we spent $31 million to enhance the Lincoln brand.
As the third pillar, distribution is a very important part of our business. Because our products are complex and are
generally purchased through broker-dealers and financial advisors, being able to distribute to these marketing channels is one
key to success in our industry. During 2005, LFD, our wholesaling distribution arm, increased account penetration and the
number of wholesalers. In fact, LFD’s top 25 distribution relationships across its wire/regional, financial planner and banking
channels are responsible for approximately 67% of our sales. LFA, our retail distribution arm, had lower sales of proprietary
life insurance and annuities, as well as other investment products, during 2005 due to a decrease in the number of planners.
37
As our businesses and products are complex, so is the manner in which we derive income. We derive our revenues
primarily from fees for asset management and mortality and expense charges on variable annuity and variable universal life
insurance account values, cost of insurance (“COI”) charges on life insurance products, asset management fees on retail and
institutional assets under management, premiums on whole life and term life insurance, and investment income on our
general account assets supporting fixed annuity, term life, whole life, universal life and interest-sensitive whole life insurance
products. COI charges are assessed on the net amount at risk (“NAR”) for investment-oriented life insurance products. NAR
represents the face amount of insurance in force less the reserves to cover death benefits. Deposits and first year premiums in
current quarters do not have a significant immediate impact on current period income from operations, but are an important
indicator of future profitability.
The profitability of our variable annuity and investment management businesses is dependent upon the level of account
values and assets under management from which fees are earned. Changes in account values and assets under management
are the result of net flows, the amount of assets deposited with us, net of assets returned to or withdrawn by the account
owner, and the effect of changes in the equity markets on the underlying funds. (See the table below for details on deposits,
net flows and assets under management for 2005, 2004 and 2003.) Variable annuity account values are calculated on a daily
basis with fees earned on those daily balances, rather than end of period values. As a result, point to point changes in equity
market indices do not affect variable annuity fee income in the immediate period as much as does the timing of when the
changes in the equity markets occurred during the period. Changes in the equity markets also impact the amount of variable
annuity payments for guaranteed benefits, such as guaranteed minimum death benefits (“GMDB”), guaranteed minimum
withdrawal benefits (“GMWB”) and GIB as well as the amortization of DAC, PVIF, DSI and DFEL.
The profitability of our fixed annuity products and life insurance 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. The profitability of the life insurance business depends primarily on the size of the in-force block of business,
product-pricing discipline and underwriting proficiency.
During 2005, we were successful on several fronts, increasing deposits and net flows, improving net income, adding to
our product depth and increasing our distribution capability. Further, the equity markets, as represented by the average daily
S&P 500 index returned 6.8% for the full year, contributing to the growth in account values from which we collect fees. In
addition, the credit markets improved in 2005 resulting in significantly less credit related earnings charges in 2005 relative to
2004.
Our expenses consist of insurance benefits provided, including guaranteed benefits on the variable annuity products,
interest credited to policyholders on the fixed annuity and life insurance products, the costs of selling and servicing our
products, and general and administrative expenses. Included in the costs of selling our products is the amortization of DAC,
PVIF, DSI and DFEL. Refer to our “Critical Accounting Policies” below for more information on the amortization of DAC,
PVIF, DSI and DFEL. In all our businesses, effective expense management and our ability to retain assets are important keys
to our profitability.
In October 2005, we announced our agreement to merge with Jefferson-Pilot, subject to approval of the shareholders
of both companies, regulatory approvals and customary closing conditions. We expect to complete this merger in the second
quarter of 2006. Jefferson-Pilot, through its subsidiaries, offers full lines of individual life, annuity and investment products,
and group life insurance products, disability income and dental policies, and it operates television and radio stations. We
believe that Jefferson-Pilot offers a complementary customer base, distribution platform and product portfolio.
As we look ahead to 2006, the announced merger with Jefferson-Pilot provides us with new opportunities and
challenges. We expect to align the combined business to enhance our focus on the employer-sponsored retirement market
and will realign our segments to reflect the new management structure for the employer-sponsored and retail markets. A
primary goal for 2006 is the timely completion of the merger as well as the subsequent successful integration of the two
businesses, while at the same time maintaining our focus on providing quality products and expanding our distribution
capabilities.
We expect our major challenges in 2006 to include:
•
•
The successful integration of the Jefferson-Pilot businesses.
The continuation of historically low interest rates, which create a challenge for our products that generate
investment margin profits, such as fixed annuities and universal life insurance.
•
The continued, successful expansion of our wholesale distribution businesses.
38
•
Increased regulatory scrutiny of the life and annuity industry, which may lead to higher product costs and negative
perceptions about the industry.
• Continued focus by the government on tax reform, which may impact our products.
As discussed above, key operational measures of our success are deposits, net flows and assets under management. The
table below summarizes these key measures by business segment over the last three years. These operational measures
provide information necessary in understanding changes in our revenues and related expenses. Deposits are the result of sales
of our products and represent money put into our products each year. Net flows represent the deposits net of withdrawals,
payments on death and surrenders. Assets under management include our investment securities as well as those assets
belonging to third parties but managed by our businesses. Assets under management also include assets that are sub-advised
by third parties.
2005
2004
2003
2005
2004
Increase/ (Decrease)
$
10.3
2.2
$
9.0
2.2
$
6.2
2.3
14%
-
(in billions)
Deposits:
Lincoln Retirement
Life Insurance
Investment Management (including both
retail and institutional deposits) (1)
Domestic
London-based International Investment Unit
Consolidating Adjustments (2)
Total Deposits
Net Flows:
Lincoln Retirement
Life Insurance
Investment Management (including both
retail and institutional net flows) (1)
28.7
-
(1.2)
40.0
$
15.6
4.7
(1.0)
30.5
$
$
2.9
1.4
$
2.9
1.2
$
$
Domestic
London-based International Investment Unit
Consolidating Adjustments (2)
Total Net Flows
16.0
-
(0.1)
20.2
$
7.0
3.3
0.1
14.5
$
Assets Under Management by Advisor (3)
Investment Management(1):
External Assets
Insurance-related Assets
Lincoln UK
Within Business Units (Policy Loans)
By Non-LNC Entities
$
$
77.1
44.5
8.6
1.9
39.7
171.8
56.0
44.0
8.6
1.9
33.8
144.3
45%
-4%
75%
88%
-
61%
190%
-14%
159%
230%
-
134%
-11%
2%
12%
-
35%
3%
8.9
2.5
(1.0)
18.9
1.0
1.4
2.7
1.0
0.1
6.2
$
$
$
62.8
43.0
7.7
1.9
25.1
140.5
84%
-100%
20%
31%
-
17%
129%
-100%
NM
39%
38%
1%
-
-
17%
19%
Total Assets Under Management
$
$
NM - Not Meaningful
(1)
In September 2004, we completed the sale of our London-based international investment management unit (“DIAL”),
which had assets under management of $22.1 billion at the date of sale. For additional information see “Results of
Operations—Investment Management.” Assets under management include assets sub-advised for us by unaffiliated
parties. Sub-advised assets were $21.9 billion, or approximately 18%, of the Investment Management segment’s assets
under management at December 31, 2005, compared to $14.5 billion, or approximately 14%, at December 31, 2004.
(2) Consolidating adjustments represent the elimination of deposits and net flows on products affecting more than one
segment.
(3) Assets under management by advisor provide a breakdown of assets that we manage or administer either directly or
through unaffiliated third parties. These assets represent our investments, assets held in separate accounts and assets
that we manage or administer for individuals or other companies. We earn insurance fees, investment advisory fees or
investment income on these assets.
39
Recent Developments
On October 9, 2005, we entered into a merger agreement with Jefferson-Pilot, as amended on January 26, 2006,
pursuant to which Jefferson-Pilot will merge into one of our wholly owned subsidiaries. Jefferson-Pilot, through its
subsidiaries, offers full lines of individual life, annuity and investment products, and group life insurance products, disability
income and dental policies, and it operates television and radio stations.
Under the terms of the merger agreement, as amended, Jefferson-Pilot shareholders may choose to receive (i) 1.0906
shares of LNC common stock for each of their shares, (ii) $55.96 in cash for each of their shares or (iii) a combination of
LNC common stock and cash. Notwithstanding the election, the aggregate amount of the cash payment to Jefferson-Pilot
shareholders will equal $1.8 billion. Accordingly, the election of Jefferson-Pilot shareholders may be subject to a pro-rata
adjustment. LNC plans to utilize the existing bridge facility (see below) to finance the cash portion of the purchase price at
closing and to permanently finance the cash portion of the purchase price as soon as practicable after closing through a
combination of senior and subordinated long-term debt or other securities. The transaction, which is subject to the approval
of shareholders of both companies, regulatory approvals and customary closing conditions, is expected to close in the second
quarter of 2006. For more information regarding this transaction, see Amendment No. 1 to our Form S-4 (Registration No.
333-130226) filed with the SEC on February 9, 2006.
In October 2005, a purported shareholder class action suit for damages was filed in state court in North Carolina
naming Jefferson-Pilot, most of the individual members of its board of directors and LNC as defendants. The complaint
alleged that certain defendants had breached their fiduciary duties by entering into the merger agreement. The complaint
sought, among other things, unspecified compensatory damages. In January 2006, the plaintiffs filed a motion to voluntarily
withdraw the lawsuit, which the court granted without prejudice, subject to the restriction that the plaintiffs receive the
court’s permission before filing any other actions asserting the same claims in North Carolina or any other jurisdiction. The
voluntary dismissal of this action did not involve a settlement or any compensation being paid or promised to plaintiffs.
In December 2005, we entered into a bridge facility with a group of banks to provide for borrowings of up to $2.3
billion in connection with our merger with Jefferson-Pilot and planned share repurchase, and in February 2006, we entered
into a Credit and Letter of Credit Facility with a group of banks to provide for borrowings and issuances of letters of credit up
to an aggregate amount of $1 billion. See “Liquidity and Capital Resources – Sources of Liquidity and Cash Flow –
Financing Activities” for additional information.
Critical Accounting Policies
Given the nature of our business, our accounting policies require the use of judgments relating to a variety of
assumptions and estimates. Because of the inherent uncertainty in the assumptions and estimates underlying these accounting
policies under different conditions or assumptions, the amounts reported in our financial statements could be materially
different.
Intangible Assets
Accounting for intangible assets requires numerous assumptions, such as estimates of expected future profitability for
our operations and our ability to retain existing blocks of life and annuity business in force. Our accounting policies for
intangible assets impact all four business segments: Lincoln Retirement, Life Insurance, Investment Management and
Lincoln UK.
Deferred Acquisition Costs, Present Value of In-Force, Deferred Sales Inducements and Deferred Front-End Loads
Statement of Financial Accounting Standards (“SFAS”) No. 97, “Accounting by Insurance Companies for Certain
Long-Duration Contracts and Realized Gains and Losses on Investment Sales,” requires that acquisition costs for variable
annuity contracts, universal and variable universal life insurance policies be amortized over the lives of the contracts in
relation to the incidence of estimated gross profits (“EGPs”) derived from the contracts. Acquisition costs are those costs that
vary with and are primarily related to new or renewal business. These costs include commissions and other expenses that
vary with new business volume. The costs that we defer are recorded as an asset on our balance sheet as DAC for products
sold by us or PVIF for books of business acquired by us. In addition, we defer costs associated with DSI and revenues
associated with DFEL. DFEL is a balance sheet liability, and when amortized, increases income.
40
The table below presents the balances by business segment as of December 31, 2005.
(in millions)
DAC
PVIF
DSI
Total DAC, PVIF and DSI
DFEL
Net DAC, PVIF, DSI and DFEL
Lincoln
Retirement
1,480.5
$
76.0
129.4
1,685.9
-
1,685.9
$
Life
Insurance
1,970.0
$
665.8
-
2,635.8
360.5
2,275.3
$
Investment
Management
154.4
$
-
-
154.4
-
154.4
$
Lincoln UK
486.3
$
257.2
-
743.5
363.1
380.4
$
Other
Operations
1.0
$
-
-
1.0
-
1.0
$
Total
4,092.2
999.0
129.4
5,220.6
723.6
4,497.0
$
$
N
ote: The above table includes DAC and PVIF amortized in accordance with SFAS No. 60, “Accounting and Reporting
by Insurance Enterprises.” Under SFAS No. 60, acquisition costs for traditional life insurance products, which
include whole life and term life insurance contracts, are amortized over periods of 10 to 30 years on either a
straight-line basis or as a level percent of premium of the related policies depending on the block of business.
DAC is being amortized under SFAS No. 60 for fixed and variable payout annuities.
No
DAC, PVIF, DSI and DFEL will be referred to hereinafter collectively as DAC.
EGPs vary based on policy persistency, mortality, fee income, investment margins, expense margins and realized gains
sses on investments, including assumptions about the expected level of credit-related losses. Each of these sources of
and lo
profit is, in turn, driven by other factors. For example, assets under management and the spread between earned and credited
rates drive investment margins; net amount at risk drives the level of COI charges and reinsurance premiums. The level of
r
separate account assets under management is driven by changes in the financial markets (equity and bond markets, hereafte
referred to collectively as “equity markets”) and net flows. Realized gains and losses on investments include amounts
resulting from differences in the actual level of impairments from the levels assumed in calculating EGPs.
Because equity market movements have a significant impact on the value of variable annuity and unit-linked accounts,
are contracts written in the U.K. similar to U.S. produced variable life and annuity products, and the fees earned on
which
these accounts, EGPs could increase or decrease with movements in the equity markets. Significant and sustained changes
equity markets could therefore have an impact on DAC amortization for the Lincoln Retirement segment’s variable annuity
block of business, the Investment Management segment’s annuity-based 401(k) business and Lincoln UK’s unit-linked
business, but have significantly less impact on DAC amortization for the Life Insurance segment because approximately
of their account values pertain to interest-sensitive products, such as universal life and interest-sensitive whole life. Our
assumption for the long-term annual gross growth rate of the equity markets used in the determination of DAC amortizat
is 9%, which is reduced by mortality and expense charges (“M&E”) and asset management charges.
ion
in
81%
On a quarterly basis, we review actual and estimates of future gross profits underlying the DAC amortization model
cord a positive or negative retrospective adjustment to the amount expensed (i.e., unlock DAC, PVIF and DSI), or
and re
earned (i.e. unlock DFEL). On an annual basis, we review and adjust as necessary our assumptions for prospective
amortization of DAC, PVIF, DSI and DFEL. As discussed further below, we completed our 2005 comprehensive re
assumptions during the quarter ended September 30, 2005.
view of
As equity markets do not move in a systematic manner, we use a “reversion to the mean” (“RTM”) process to compute
st estimate long-term gross growth rate assumption. Prior to the fourth quarter of 2004, our application of RTM
our be
resulted in the use of a higher or lower future gross equity market growth assumption, which, together with actual histo
gross equity market growth, was expected to produce a 9% gross return. The use of a higher or lower future equity market
growth assumption under RTM tended to mitigate the impact that short-term fluctuations in the equity markets have on the
estimated EGPs as compared to the process we followed prior to implementing the RTM process. Until the fourth quarter of
2004, our RTM process gave consideration to the effect of short-term fluctuations in the equity markets on projected future
EGPs. A reversion to the mean to adjust for historical changes in the equity markets results in a positive or negative DAC
unlocking.
rical
Beginning in the fourth quarter of 2004, we enhanced our RTM process to evaluate the carrying value of DAC for our
le annuity, annuity-based 401(k) and unit-linked product blocks of business. We changed our RTM process because we
variab
do not believe that random and insignificant short-term fluctuations in equity market returns are reflective of the best estimate
of future EGPs. We believe it is larger fluctuations or sustained trends in the equity markets that should change our best
estimate of future EGPs for these products. This process is not applied to our life insurance and fixed annuity businesses,
equity market performance does not have a significant impact on these products. Under our enhanced RTM process, on each
valuation date, future EGPs are projected using stochastic modeling of a large number of future equity market scenarios in
conjunction with best estimates of lapse rates, interest margins and mortality to develop a statistical distribution of the prese
value of future EGPs for each of the blocks of business. Because future equity market returns are impossible to predict, the
underlying premise of this process is that best estimate projections of future EGPs, as required by SFAS No. 97, need not be
as
nt
41
affected by random short-term and insignificant deviations from expectations in equity market returns. However, long-term
or significant deviations from expected equity market returns will require a change to best estimate projections of EGPs and
prospective unlocking of DAC. The statistical distribution is designed to identify when the equity market return deviations
from expected returns have become significant enough to warrant a change of the future equity return EGP assumption.
The stochastic modeling performed for our variable annuity blocks of business as described above is used to develop a
of reasonably possible future EGPs. We compare the range of the present value of the future EGPs from the stochastic
range
modeling to that used in the DAC amortization model. A set of intervals around the mean of these scenarios is utilized to
the
calculate two separate statistical ranges of reasonably possible EGPs. These intervals are compared to the present value of
EGPs used in the DAC amortization model. If the present value of EGP assumptions utilized in the DAC amortization model
were to exceed the margin of the reasonable range of statistically calculated EGPs, a revision of the EGPs used to calculate
DAC amortization would occur. If a revision is deemed necessary, future EGPs would be re-projected using the current
account values at the end of the period during which the revision occurred along with a revised long-term annual equity
market gross return assumption such that the re-projected EGPs would be our best estimate of EGPs.
Notwithstanding these intervals, if a severe decline or advance in equity markets were to occur or should other
stances, including policyholder activity, suggest that the present value of future EGPs no longer represents our b
circum
estimate, we could determine that a revision of the EGPs is necessary. A severe decline or advance in equity markets would
involve a sustained change from December 31, 2005 levels.
est
Our practice is not necessarily to unlock immediately after exceeding the first of the two statistical ranges, but rather if
y between the first and second statistical range for several quarters, we would likely unlock. Additionally, if we exceed
we sta
the ranges as a result of a short-term market reaction, such as we saw after the events of September 11, 2001, we would not
necessarily unlock. However, if the second statistical range is exceeded for more than one quarter, it is likely that we would
unlock. While this approach reduces adjustments to DAC due to short-term equity market fluctuations, significant changes in
the equity markets that extend beyond one or two quarters could result in a significant positive or negative unlocking.
Our long-term equity market growth assumption rate is 9%, which is used in the determination of DAC amortization
variable component of our variable annuity products, as this component is primarily equity related. Under the
for the
enhanced RTM methodology, we take into account the market performance on the business that was in force when the
enhanced RTM methodology was put in effect using the RTM process previously used. For the Lincoln Retirement busin
issued in years prior to 2005, the assumed annual variable appreciation rate is 5.11% as of December 31, 2005. It remains
5.11% for the subsequent 33-month period and is then 9% thereafter. The variable appreciation rate is before deducting for
our fees. For business issued in 2005, the assumed annual variable appreciation rate and the long-term growth rate are 9%.
The actual variable appreciation rate since the date of enhanced RTM implementation has been better than the assumed rate.
As a result, we are more likely to unlock DAC from positive variable performance rather than from negative returns from
December 31, 2005. Given where our best estimate of EGPs for the Lincoln Retirement segment was positioned in the ran
at December 31, 2005, if we were to reset the RTM to a 9% long-term gross equity market growth assumption from
December 31, 2005, it would result in a cumulative positive DAC unlocking of approximately $114 million pre-tax (
million after-tax). To further illustrate the position in the range of our best estimate of EGPs at December 31, 2005 for the
Lincoln Retirement segment, an immediate equity market movement of positive 10% would bring us to the first of the two
statistical ranges while an immediate movement of positive 30% would bring us to the second of the two ranges for the
Lincoln Retirement segment. Subsequent equity market performance that would keep us at or move us beyond the first
statistical range would likely result in positive unlocking. Negative equity market performance would have to be signific
greater than the above percentages for us to exceed the lower end of the two statistical ranges.
$74
ess
ge
antly
Goodwill and Other Intangible Assets.
Under SFAS No. 142, “Goodwill and Other Intangible Assets”, goodwill and intangible assets with indefinite lives are
ortized, but are subject to impairment tests conducted at least annually. Intangibles that do not have indefinite lives are
not am
amortized over their estimated useful lives.
42
The valuation techniques we use to estimate the fair value of the group of assets comprising the different reporting
units varies based on the characteristics of each reporting unit’s business and operations. A market-based valuation technique
that focuses on price-to-earnings (“P/E”) multiplier and the segment-level operating income is used for the Lincoln
Retirement and Life Insurance reporting units. For the Lincoln UK segment, a discounted cash flow model is utilized to
determine the fair value. A valuation technique combining multiples of revenues, earnings before interest, taxes, depreciation
and amortization and assets under management is used to assess the goodwill in our Investment Management segment. We
use October 1 as the annual review date for impairment. As such, we performed valuation reviews during the fourth quarter
of 2005, 2004, and 2003. The results of the tests performed as of October 1, 2005, 2004 and 2003 indicated that we did not
have impaired goodwill. The valuation techniques used for the Lincoln UK and the Investment Management segments are
consistent with the methods used in previous periods.
Investments
Our primary investments are in fixed maturity securities, including corporate and government bonds, asset and
mortgage-backed securities and redeemable preferred stock, and equity securities, mortgage loans and policy loans. All our
fixed maturity and equity securities are classified as available-for-sale as defined in SFAS No. 115, “Accounting for Certain
Investments in Debt and Equity Securities,” except for those securities supporting certain reinsurance transactions which are
classified as trading securities. Available-for-sale securities are carried at fair value with the difference from amortized cost
included in shareholders’ equity as a component of accumulated other comprehensive income. The difference is net of related
DAC and amounts that would be credited to policyholders, if realized, and taxes.
Fair values for fixed maturity securities are based on quoted market prices, where available. For fixed maturity
securities that are not actively traded, fair values are estimated using values obtained from independent pricing services. The
fair values for equity securities are based on quoted market prices. Fair values for private securities are estimated by (1) a
matrix process that employs discounting expected future cash flows using a current market rate applicable to the coupon rate,
credit quality, industry sector and maturity of the investments; (2) third party-supplied prices or secondary market
transactions; and (3) applying professional judgment to arrive at the fair value based upon prices of public or non-public
securities of similarly situated issuers.
Write-Downs for Other-Than Temporary Impairments and Allowance for Losses
Determining whether a decline in current fair values is other than a temporary decline in value for securities classified
as available-for-sale and trading can frequently involve a variety of assumptions and estimates, particularly for investments
that are not actively traded on established markets. For instance, assessing the value of some investments requires an analysis
of expected future cash flows. Some investment structures, such as collateralized debt obligations, often represent selected
levels, or tranches collateralized by underlying investments in a wide variety of underlying issuers and security types.
Factors we consider in determining whether declines in the fair value of fixed maturity securities are other than
temporary include 1) the significance of the decline; 2) our ability and intent to retain the investment for a sufficient period of
time for it to recover to an amount at least equal to its carrying value; 3) the time period during which there has been a
significant decline in value; and 4) fundamental analysis of the liquidity, business prospects and overall financial condition of
the issuer. Based upon these factors, securities that have indications of potential impairment are subject to intensive review.
Where such analysis results in a conclusion that declines in fair values are other than temporary, the security is written down
to fair value. The fixed maturity securities to which these write-downs apply were generally of investment grade at the time
of purchase, but were subsequently downgraded by rating agencies to “below-investment grade.” See Note 10 to the
Consolidated Financial Statements for a general discussion of the methodologies and assumptions used to determine
estimated fair values.
For certain securitized fixed maturity securities with contractual cash flows, including asset-backed securities, we use
our best estimate of cash flows for the life of the security to determine whether there is an other-than-temporary impairment
of the security as required under Emerging Issues Task Force (“EITF”) Issue No. 99-20, “Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets,” and we review for other
indicators of impairment as required by EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments.”
Based on our evaluation of securities with an unrealized loss at December 31, 2005, we do not believe that any
additional other-than-temporary-impairment losses, other than those already reflected in the financial statements, are
necessary at the Balance Sheet date. At December 31, 2005, there were available-for-sale securities with unrealized losses
totaling $312.9 million pre-tax, and prior to the impact on DAC.
As the discussion above indicates, there are risks and uncertainties associated with determining whether declines in the
fair value of investments are other than temporary. These include subsequent significant changes in general overall economic
conditions, as well as specific business conditions affecting particular issuers, future financial market effects such as interest
43
rate spreads, stability of foreign governments and economies, future rating agency actions and significant accounting, fraud
or corporate governance issues that may adversely affect certain investments. In addition, there are often significant estimates
and assumptions that we use to estimate the fair values of securities, including projections of expected future cash flows and
pricing of private securities. We continually monitor developments and update underlying assumptions and financial models
based upon new information.
Write-downs and allowances for losses on select mortgage loans on real estate, real estate and other investments are
established when the underlying value of the property is deemed to be less than the carrying value. All mortgage loans that
are impaired have an established allowance for credit loss. Changing economic conditions impact our valuation of mortgage
loans. Increasing vacancies, declining rents and the like are incorporated into the discounted cash flow analysis that we
perform for monitored loans and may contribute to the establishment of (or an increase in) an allowance for credit losses. In
addition, we continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of current emphasis are
the hotel mortgage loan portfolio and retail, office and industrial properties that have deteriorating credits or have
experienced debt coverage reduction. Where warranted, we have established or increased loss reserves based upon this
analysis.
Derivatives
To protect us from a variety of equity market and interest rate risks that are inherent in many of our life insurance and
annuity products, we use various derivative instruments. Assessing the effectiveness of these hedging programs and
evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates. We use
derivatives to hedge equity market risks, interest rate risk and foreign currency exposures that are embedded in our annuity
and life insurance product liabilities or investment portfolios. Derivatives held at December 31, 2005 contain industry
standard terms and are entered into with financial institutions with long-standing, superior performance records. Our
accounting policies for derivatives and the potential impact on interest spreads in a falling rate environment are discussed in
“Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” See Note 9 to the Consolidated Financial
Statements for additional information on our accounting for derivatives.
Insurance and Investment Contract Obligations
Reserves
Establishing adequate liabilities for our obligations to policyholders requires assumptions to be made regarding
mortality and morbidity. The applicable insurance laws under which insurance companies operate require that they report, as
liabilities, policy reserves to meet future obligations on their outstanding policies. These reserves are the amounts that, with
the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to
be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not
be less than reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of
valuation.
The reserves reported in our financial statements contained herein are calculated in accordance with GAAP and differ
from those specified by the laws of the various states and carried in the statutory financial statements of the life insurance
subsidiaries. These differences arise from the use of mortality and morbidity tables, interest, persistency and other
assumptions which are believed to be more representative of the expected experience for these policies than those required
for statutory accounting purposes and from differences in actuarial reserving methods. For example, in October 2005, the
National Association of Insurance Commissioners ("NAIC") adopted a change to Actuarial Guideline 38 (also known as
"AXXX"), the statutory reserve requirements for UL products with secondary guarantees, such as Lincoln National Life’s
lapse protection rider ("LPR"), which impacts such business written after the effective date of July 1, 2005. There was no
impact to GAAP reserves or results of operations as a result of Actuarial Guideline 38.
The assumptions on which reserves are based 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. This would result in a charge to our net income during the period the increase in reserves occurred. The key
experience assumptions include mortality rates, policy persistency and interest rates. We periodically review our experience
and update our policy reserves for new issues and reserve for all claims incurred, as we believe appropriate.
44
Guaranteed Minimum Benefits
We currently offer minimum guarantee features with certain variable annuity products, which include various types of
GMDB features, a GMWB feature and a GIB feature. Within the Lincoln Retirement segment, we hold liabilities for the
reserves related to these guarantee features. A key assumption affecting the accounting for these guaranteed annuity benefits
is the performance of equity markets. Effective January 1, 2004, the accounting for GMDB reserves changed as a result of
new guidance affecting the accounting for guaranteed benefits. See Note 2 to the Consolidated Financial Statements for
additional information. GMWB benefits are considered to be embedded derivatives under SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities,” as amended, resulting in the related liabilities being separated from the host
insurance product and recognized at fair value, with changes in fair value reported in earnings.
The Lincoln Retirement segment has a hedging strategy designed to mitigate the risk and income statement volatility
caused by changes in the equity markets, interest rates, and volatility associated with the Lincoln Smart SecuritySM
Advantage GMWB and our various GMDB features. The hedging strategy is designed such that changes in the value of the
hedge contracts move in the opposite direction of changes in the value of the embedded derivative of the GMWB or changes
in the reserve for GMDB contracts subject to the hedging strategy. Account balances covered in this hedging program
combined with account balances for which there is no death benefit represent approximately 94% of total variable annuity
account balances, which excludes the Alliance mutual fund business. Currently, there is no hedging strategy for the GIB
feature, as less than 3% of variable annuity account balances are subject to the feature and substantially all of the outstanding
contracts are still in the accumulation phase.
The reserves related to the GMDB are based on the application of a benefit ratio to total assessments related to the
variable annuity. The level and direction of the change in reserves will vary over time based on the emergence of the benefit
ratio (which is based on both historical and projected future level of benefits) and the level of assessments (both historical
and projected) associated with the variable annuity. We utilize a delta hedging strategy for variable annuity products with a
GMDB feature, which uses futures on U.S.-based equity market indices to hedge against movements in equity markets.
Because the GMDB reserves are based upon projected long-term equity market return assumptions, and since the value of the
hedging contracts will reflect current capital market conditions, the quarterly changes in values for the GMDB reserves and
the hedging contracts may not offset each other on an exact basis. Despite these short-term fluctuations in values, we intend
to continue to hedge our long-term GMDB exposure in order to mitigate the risk associated with falling equity markets.
During 2004, we expanded our hedging program to cover substantially all exposures for these policies.
We utilize a dynamic hedging strategy for variable annuity products with a GMWB feature, which uses futures on
U.S.-based equity indices to hedge against movements in the equity markets, as well as interest rate and equity derivative
securities to hedge against changes in reserves associated with changes in interest rates and market implied volatilities. As of
December 31, 2005, the notional amounts of the underlying hedge instruments are such that the magnitude of the change in
the value of the hedge instruments due to changes in equity markets, interest rates, and implied volatilities is designed to
offset the magnitude of the change in the fair value of the GMWB guarantee caused by those same factors. At December 31,
2005, the embedded derivative for GMWB was a liability valued at $5.9 million. Prior to the fourth quarter of 2004, we only
hedged against movements in the equity markets, but as a result of strong flows and current and possible future product
enhancements, we expanded our hedging program in the fourth quarter of 2004 to cover movements in interest rates and
implied volatilities. As part of our current hedging program, policyholder behavior and equity, interest rate, and volatility
market 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, our hedge positions may not be totally effective to offset changes in
assets and liabilities 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 and
interest rates, 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. See Note 7 to the Consolidated Financial
Statements for additional information on our reserves for guaranteed benefits.
45
Deferred Gain on Sale of the Reinsurance Segment
In 2001, we sold our reinsurance operation to Swiss Re. The transaction involved a series of indemnity reinsurance
transactions combined with the sale of certain stock companies that comprised our reinsurance operation. The gain related to
the indemnity reinsurance transactions was recorded as deferred gain in the liability section of our Consolidated Balance
Sheet in accordance with the requirements of SFAS No. 113, “Accounting and Reporting for Reinsurance of Short-Duration
and Long-Duration Contracts” (“SFAS 113”). The deferred gain is being amortized into income at the rate that earnings on
the reinsured business are expected to emerge, over a period of 15 years. In addition, because we have not been relieved of
our legal liabilities to the underlying ceding companies with respect to the portion of the business indemnity reinsured by
Swiss Re, under SFAS 113 the reserves for the underlying reinsurance contracts as well as a corresponding reinsurance
recoverable from Swiss Re will continue to be carried on our Consolidated Balance Sheet during the run-off period of the
underlying reinsurance business. This is particularly relevant in the case of the exited personal accident reinsurance lines of
business where the underlying reserves are based upon various estimates that are subject to considerable uncertainty.
Because of ongoing uncertainty related to personal accident business, the reserves related to these exited business lines
carried on our Consolidated Balance Sheet at December 31, 2005 may ultimately prove to be either excessive or deficient.
For instance, in the event that future developments indicate that these reserves should be increased, we would record a current
period non-cash charge to record the increase in reserves. Because Swiss Re is responsible for paying the underlying claims
to the ceding companies, we would record a corresponding increase in reinsurance recoverable from Swiss Re. However,
SFAS 113 does not permit us to take the full benefit in earnings for the recording of the increase in the reinsurance
recoverable in the period of the change. Rather, we would increase the deferred gain recognized upon the closing of the
indemnity reinsurance transaction with Swiss Re and would report a cumulative amortization “catch-up” adjustment to the
deferred gain balance as increased earnings recognized in the period of change. Any amount of additional increase to the
deferred gain above the cumulative amortization “catch-up” adjustment must continue to be deferred and will be amortized
into income in future periods over the remaining period of expected run-off of the underlying business. No cash would be
transferred between Swiss Re and us as a result of these developments.
Pension and Other Postretirement Benefit Plans
Pursuant to the accounting rules for our obligations to employees under our various pension and other postretirement
benefit plans, we are required to make a number of assumptions to estimate related liabilities and expenses. We use
assumptions for the weighted-average discount rate, expected return on plan assets and a salary increase assumption to
estimate pension expense. The discount rate assumptions are determined using an analysis of current market information and
the projected benefit flows associated with these plans. The analysis is provided by our pension plan actuaries. The expected
long-term rate of return on plan assets is initially established at the beginning of the plan year based on historical and
projected future rates of return and is the average rate of earnings expected on the funds invested or to be invested in the plan.
The calculation of our accumulated postretirement benefit obligation also uses an assumption of weighted-average annual
rate of increase in the per capita cost of covered benefits, which reflects a health care cost trend rate. If we increased the
assumed health care cost trend rates by one percentage point each year, the accumulated post-retirement benefits obligation
would increase by $8.3 million as of December 31, 2005. For more information on our accounting for employee benefit
plans, see Note 8 to the Consolidated Financial Statements.
46
Equity Market Guidance
With the adoption of our enhanced RTM process in 2004 and the expansion of our hedging strategy as described in
“Critical Accounting Policies” above, we expect that in general, short-term fluctuations in the equity markets should not have
a significant impact on our quarterly earnings due to unlocking of assumptions for DAC/PVIF/DSI/DFEL. However, there is
an impact to earnings from the affects of equity market movements on account values and assets under management and the
related fees we earn on those assets. The table below presents our estimate of the annual after-tax impact on fees on account
values and assets under management, after the associated DAC amortization, from a 1% change in the equity markets.
Segment
Lincoln Retirement
Investment Management
Lincoln UK
Relevant Measure
Average daily change in the S&P 500
Composite of Equity Assets*
Average daily change in the FTSE 100
Impact per 1% (in
millions)
$
1.3
1.9
0.3
* The Investment Management segment manages equity assets of varying styles (growth, value, blend, international) and underlying
products (mutual funds, institutional accounts, insurance separate accounts, etc.). No single equity benchmark will accurately predict the
change in fee revenue for this segment. The annual effect on fees noted above is based on a 1% increase in overall Investment
Management equity assets.
The fee income factors represent an expected annual effect. The result of the above factor should be multiplied by
25% to arrive at an estimated quarterly effect. The effect of quarterly equity market changes upon fee revenues will not be
fully recognized in the current quarter due to the fact that fee revenues are earned based upon daily variable account values.
The difference between the current period average daily variable account values compared to the end of period variable
account values impacts fee revenues in subsequent periods. This discussion concerning the estimated effects of ongoing
equity market volatility on the fees we earn from account values and assets under management is intended to be illustrative.
Actual effects may vary depending on a variety of factors, many of which are outside of our control, such as changing
customer behaviors that might result in changes in the mix of our business between variable or fixed annuity contracts,
switching between investment alternatives available within variable products, or changes in policy lapse rates. For purposes
of this guidance, the change in account values is assumed to correlate with the change in the relevant index. See “Item 7A.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk Exposures of Financial Instruments—3) Equity
Market Exposures—Fee Revenues” of this Form 10-K for additional information of the effect of equity markets on fee
revenues.
47
RESULTS OF CONSOLIDATED OPERATIONS
We present and discuss the results of operations for LNC consolidated, our four business segments and Other
Operations on pages 48 through 73. We discuss our consolidated investments on pages 74 through 83. We discuss our
consolidated financial condition including liquidity, cash flow and capital resources on pages 85 through 92. We provide
quantitative and qualitative disclosures about market risk on pages 93 through 101.
Consolidated Results
(in millions)
Insurance premiums
Insurance fees
Investment advisory fees
Net investment income
Amortization of deferred gain
Other revenues and fees
Net realized investment gains (losses)
Gain on sale of subsidiaries/business
Total Revenues
Insurance benefits
Underwriting, acquisition, insurance and other expenses
Interest and debt expenses
Total Benefits and Expenses
Income before federal income taxes
Federal income taxes
Income before cumulative effect of accounting change
Cumulative effect of accounting change
Net Income
$
2005
2004
2003
Increase (Decrease)
2005
2004
$
$
$
308.4
1,762.2
279.0
2,702.3
77.0
362.3
(17.5)
14.2
5,487.9
2,365.6
1,959.0
88.7
4,413.3
1,074.6
243.5
831.1
-
831.1
298.9
1,586.3
252.5
2,704.1
88.3
364.4
(58.2)
135.0
5,371.3
2,303.6
1,931.5
100.5
4,335.6
1,035.7
304.2
731.5
(24.5)
707.0
281.0
1,417.5
205.0
2,638.5
75.8
309.7
356.4
-
5,283.9
2,414.4
1,726.8
95.1
4,236.3
1,047.6
280.5
767.1
(255.2)
511.9
$
$
3%
11%
10%
0%
-13%
-1%
70%
-89%
2%
3%
1%
-12%
2%
4%
-20%
14%
-100%
18%
6%
12%
23%
3%
16%
18%
NM
NM
2%
-5%
12%
6%
2%
-1%
9%
-5%
-90%
38%
Items Included in Net Income (after-tax):
Realized loss on investments and derivative instruments
Gain on sale of subsidiaries
Restructuring charges
Net gain (loss) on reinsurance embedded
derivative/trading securities
SFAS No. 113 reserve development, net of related amortization
on business sold through indemnity reinsurance
Loss on early retirement of debt
Market adjustment for reclassification to trading securities
Cumulative effect of accounting change
$
(14.5)
9.3
(19.1)
$
(37.5)
61.9
(13.9)
$
3.0
0.9
-
-
-
(0.6)
0.9
(4.1)
-
(24.5)
(12.6)
-
(35.0)
2.7
(18.5)
(3.7)
241.5
(255.2)
The table below provides a detailed comparison of items included within net realized investment gains (losses) in
the table above:
(in millions)
Realized gains on investments
Realized losses on investments
Realized losses on derivative instruments
Amounts amortized to balance sheet accounts
Market adjustment for trading securities
Market adjustment reinsurance embedded derivative/trading securities
Investment expenses
Net realized investment gains (losses)
Write-downs for other-than-temporary impairments
included in realized losses on investments above
2005
2004
2003
Increase (Decrease)
2005
2004
$
$
$
133.7
(94.1)
(1.7)
(50.5)
-
4.7
(9.6)
(17.5)
140.6
(123.3)
(15.6)
(48.5)
-
(1.0)
(10.4)
(58.2)
419.4
(423.7)
(3.1)
(1.8)
371.5
4.1
(10.0)
356.4
$
$
$
-5%
-24%
-89%
4%
NM
NM
-8%
70%
-66%
-71%
NM
NM
-100%
NM
4%
NM
$
(22.1)
$
(72.5)
$
(273.3)
-70%
-73%
48
Comparison of 2005 to 2004
Revenues
The increase in insurance fees and investment advisory fees in 2005 primarily reflects growth in deposits and assets
under management, and to a lesser extent, the effects of favorable equity market performance. Assets under management
increased 19% at December 31, 2005 compared to December 31, 2004 as a result of positive net flows and increases in equity
markets. The average level of the equity markets was higher in 2005, compared to 2004, resulting in higher fee income for
the Lincoln Retirement segment. Excluding the impact of dividends, the S&P 500 index increased 3.0% and the average daily
S&P index increased 6.8% in 2005, compared to 2004.
Net realized investment losses for 2005 declined $40.7 million compared to 2004 due to lower impairment losses. See
the “Consolidated Investments” section below for additional information on our investment performance.
Revenues for 2005 include a gain on sale of subsidiaries of $14.2 million pre-tax ($9.3 million after-tax) from an
agreement to settle in full the residual contingent payments resulting from the arrangement to outsource Lincoln UK’s policy
and administration functions to Capita Life and Pensions Services Limited, a subsidiary of Capita Group Plc (“Capita”).
Revenues for 2004 included a gain of $110.8 million pre-tax ($46.1 million after-tax) from the sale of DIAL. See
“Investment Management” and “Liquidity and Capital Resources” below, and Note 13 to our Consolidated Financial
Statements for additional information. The gain on the sale of subsidiaries for 2004 also included a $10.1 million pre-tax gain
on the exercise of a put option arising from the Capita arrangement (see Note 7 to the Consolidated Financial Statements in
our 2004 Form 10-K for additional information) and $14.1 million from the sale of LFA’s employee benefits marketing
business.
Net investment income for 2005 was level with the same 2004 periods. A decrease in commercial mortgage loan
prepayment and bond makewhole premiums of $43.8 million and declining portfolio yields substantially offset the favorable
effects of asset growth from net flows.
Expenses
Consolidated expenses increased 2% in 2005 compared to 2004, reflecting higher expenses in the Lincoln Retirement,
Life Insurance and Investment Management business segments. The increases resulted primarily from growth in our
businesses, partially offset by the effect of spread management through lower crediting rates on interest-sensitive business
and movements from fixed to variable annuity products. See “Results of Operations by Segment” below for further
discussion by segment.
Consolidated expenses for 2005 included a net reduction of $41.6 million pre-tax for the effect of net positive
unlocking resulting from the third quarter 2005 annual comprehensive review of the assumptions underlying the amortization
of DAC, PVIF, DSI and DFEL as well as the reserves related to GMDB and the embedded derivative related to GMWB,
which compares with a net reduction of $14.8 million pre-tax for 2004. The impact of unlocking varied by segment. The
factors impacting the unlocking are discussed further in respective segment discussions below.
Restructuring charges were $29.5 million pre-tax ($19.1 million after-tax) in 2005 compared to $21.4 million pre-tax
($13.9 million after-tax) for 2004, resulting from expense initiatives undertaken by us during 2003 to improve operational
efficiencies and costs associated with LFA's 2005 plan to realign its field management and financial planning support areas.
See Note 14 to our Consolidated Financial Statements for additional information on restructuring charges.
Federal income tax expense included a benefit of $46.8 million in 2005 compared to $4.4 million in 2004, related to the
release of the deferred tax valuation allowance in our Barbados reinsurance company. This reduction is included in Other
Operations.
Comparison of 2004 to 2003
Revenues
The increase in insurance fees and investment advisory fees in 2004 primarily reflects the effects of favorable equity
market performance, growth in deposits and assets under management. The average level of the equity markets was higher in
2004 compared to 2003 resulting in higher fee income for the Lincoln Retirement segment. Excluding dividends, the S&P
500 index increased 9% and average daily S&P index increased 17% in 2004.
49
Revenues related to insurance fees and investment advisory fees in 2004 increased significantly compared to 2003. Key
drivers of 2004 results were the favorable performance of the equity markets, growth in deposits and net flows, all of which
resulted in higher account values and assets under management. The growth in deposits in our segments was the result of
product development, expanded wholesaling, and strong investment performance.
Net realized losses on investments were $43.1 million higher in 2004 than 2003, excluding the $371.5 million positive
impact of the adoption of FASB Derivative Implementation Group Statement No. 133 Implementation Issue No. B36 (“DIG
B36”) in 2003 as discussed in “Accounting Pronouncements—Accounting for Modified Coinsurance” below. Although the
improvement in the credit markets in 2004 resulted in less write-downs for other-than-temporary impairments of available-
for-sale securities, we also realized less gains from the sale of securities and had a larger negative impact from DAC.
Additional details on our investment performance are provided in the “Consolidated Investments” section below.
Revenues from the sale of subsidiaries/businesses in 2004 included pre-tax gains of $110.8 million ($46.1 million after
tax) from the sale of DIAL, $14.1 million related to the sale of LFA’s employee benefits marketing business, and $10.1
million from the exercise of a put option arising from the Capita arrangement.
The increase in net investment income in 2004 compared to 2003 included additional commercial mortgage loan
prepayment and bond makewhole premiums of approximately $77 million and the receipt of approximately $21.9 million of
contingent interest on mortgage loans on real estate previously owned by us. Net investment income during 2003 was
affected by declining portfolio yields, which offset the favorable effect of asset growth from net flows.
Expenses
Consolidated expenses for 2004 increased $99.2 million, or 2%, compared to 2003. Expenses were higher in all four
business segments. See “Results of Operations by Segment” below for further discussion by segment. The increase resulted
from growth in our business partially offset by the effect of spread management through lower crediting rates on interest-
sensitive business, movements from fixed to variable annuity products, and a reduction in the level of GMDB benefits. In
addition, expenses were higher from the amortization, including unlocking, of DAC, PVIF, DSI and DFEL on a consolidated
basis. The impact varied by segment. The factors impacting the unlocking are discussed further in the respective segment
discussions below.
Further, in 2003, we recorded charges for reserve increases on the business sold to Swiss Re. Accordingly, 2003
expenses included $32.1 million related to charges required by SFAS 113 on increases in reserves for business sold through
indemnity reinsurance to Swiss Re. The accounting for these charges and the effect on our results in the future is more fully
described in the “Critical Accounting Policy—Deferred Gain on the Sale of the Reinsurance Segment” section above.
Restructuring charges of $21.4 million pre-tax ($13.9 million after tax) and $53.8 million pre-tax ($35.0 million after-
tax) in 2004 and 2003, respectively, were the result of expense initiatives undertaken by us during 2003 to improve
operational efficiencies. For additional information on restructuring charges see “Restructuring Activities” below.
Federal income tax expense for 2004 included a $4.4 million reduction related to a partial release of a deferred tax
valuation allowance in our Barbados insurance company. This reduction is included in Other Operations. In 2003, we
recorded a tax benefit of $10.1 million resulting from a change in the tax laws in the United Kingdom permitting a deduction
for stock compensation expense. The tax benefit recorded in 2003 reflected a deduction for the fair value of options granted
in 2003 and prior years.
50
RESULTS OF OPERATIONS BY SEGMENT
In this MD&A, in addition to providing consolidated net income (loss), we also provide segment operating revenue and
income (loss) from operations because we believe they are meaningful measures of revenue and the profit or loss generated
by our operating segments. Operating revenue is GAAP revenue excluding realized gains and losses on investments and
derivative instruments, gains and losses on reinsurance embedded derivative/trading securities, gains and losses on sale of
subsidiaries/businesses and the amortization of deferred gain arising from reserve development on business sold through
reinsurance. Income (loss) from operations is GAAP net income (loss) excluding net realized investment gains and losses,
losses on early retirement of debt, restructuring charges, reserve development net of related amortization on business sold
through reinsurance and cumulative effect of accounting changes. Operating revenue and income (loss) from operations are
the financial performance measures used by our management and Board of Directors to evaluate and assess the results of our
segments. Accordingly, we report income (loss) from operations by segment in Note 11 to the Consolidated Financial
Statements as required by SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information.” Our
management and Board of Directors believe 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 our current businesses because net realized
investment gains and losses, restructuring charges, reserve development net of related amortization on business sold through
reinsurance and cumulative effect of accounting changes are unpredictable and not necessarily indicative of current operating
fundamentals or future performance of the business segments, and in many instances, decisions regarding these items do not
necessarily relate to the operations of the individual segments. Income (loss) from operations does not replace net income
(loss) as the GAAP measure of our consolidated results of operations.
Following is a reconciliation of our segment operating revenue and income from operations to our consolidated
revenue and net income:
(in millions)
Revenue:
Segment operating revenue:
Lincoln Retirement
Life Insurance
Investment Management (1)
Lincoln UK
Other Operations
Consolidating adjustments
Net realized investment results (2)
Reserve development net of related amortization on business
sold through reinsurance
Total
Net Income:
Segment operating income:
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Other Items (3)
Net realized investment results (4)
Reserve development net of related amortization on business
sold through reinsurance
Income before cumulative effect of accounting change
Cumulative effect of accounting change
Net Income
2005
2004
2003
$
2,258.0
1,993.5
$
2,128.0
1,952.9
$
1,985.1
1,906.1
567.8
318.4
1,019.8
(667.7)
(3.2)
535.0
342.2
852.3
(517.2)
76.8
1.3
5,487.9
$
1.3
5,371.3
$
$
471.5
298.9
36.0
43.4
1.7
(19.1)
(2.2)
0.9
831.1
-
831.1
$
$
$
414.6
280.3
43.6
43.5
(57.2)
(18.0)
23.8
0.9
731.5
(24.5)
707.0
474.0
274.5
668.3
(384.0)
356.4
3.5
5,283.9
331.9
264.5
34.5
43.6
(81.7)
(38.8)
231.6
(18.5)
767.1
(255.2)
511.9
$
$
$
(1) Revenues for the Investment Management segment include inter-segment revenues for asset management services
(2)
provided to our other segments. These inter-segment revenues totaled $98.8 million, $105.8 million and $101.2 million
for 2005, 2004 and 2003, respectively.
Includes realized losses on investments of $21.6 million, $45.7 million and $16.7 million for 2005, 2004 and 2003,
respectively; realized losses on derivative instruments of $0.5 million, $11.5 million and $2.5 million for 2005, 2004
and 2003, respectively; gain on transfer of securities from available-for-sale to trading of $371.5 million for 2003; gain
(loss) on reinsurance embedded derivative/trading securities of $4.7 million, $(1.0) million and $4.1 million in 2005,
51
(3)
(4)
2004 and 2003, respectively; and gain on sale of subsidiaries/businesses of $14.2 million and $135.0 million for 2005
and 2004, respectively.
Includes restructuring charges of $19.1 million, $13.9 million and $35.1 million for 2005, 2004 and 2003, respectively,
and loss on the early retirement of subordinated debt of $4.1 million for 2004.
Includes realized losses on investments of $14.5 million, $30.0 million and $11.0 million for 2005, 2004 and 2003,
respectively; realized losses on derivative instruments of $7.5 million and $1.6 million for 2004 and 2003,
respectively; gain on transfer of securities from available-for-sale to trading of $241.5 million for 2003; gain (loss) on
reinsurance embedded derivative/trading securities of $3.0 million, $(0.6) million and $2.7 million for 2005, 2004 and
2003, respectively; and gain on sale of subsidiaries/businesses of $9.3 million and $61.9 million for 2005 and 2004,
respectively.
Lincoln Retirement
Operating Summary (in millions)
Operating Revenues:
Insurance premiums
Insurance fees
Net investment income
Other revenues and fees
Total Operating Revenues
Operating Expenses:
Insurance benefits
Underwriting, acquisition, insurance and other expenses
Total Operating Expenses
Income before taxes
Federal income taxes
Income from operations
(in billions)
Account Values
Variable Annuities
Fixed Annuities
Reinsurance Ceded
Total Fixed Annuities
Total Annuities
Alliance Mutual Funds
Total Annuities and Alliance Mutual Funds
Fixed Portion of Variable Annuities
Average Daily Variable Account Values
Average Daily Alliance Mutual Fund Account Values
$
$
$
$
$
Increase (Decrease)
Over Prior Year
2005
2004
38%
25%
-2%
3%
6%
1%
5%
3%
16%
23%
14%
18%
-3%
-4%
-3%
11%
31%
12%
-1%
19%
48%
51%
29%
1%
NM
7%
-5%
13%
1%
30%
51%
25%
19%
2%
-
2%
13%
53%
14%
-1%
24%
64%
2005
2004
2003
45.7
754.6
1,463.9
(6.2)
2,258.0
998.1
636.7
1,634.8
623.2
151.7
471.5
$
33.0
605.5
1,495.9
(6.4)
2,128.0
985.3
605.2
1,590.5
537.5
122.9
414.6
$
$
21.9
470.8
1,483.7
8.7
1,985.1
1,035.1
536.5
1,571.6
413.5
81.6
331.9
$
2005
2004
2003
$
$
40.3
21.6
(2.3)
19.3
59.6
2.9
62.5
33.9
21.2
(2.3)
18.9
52.8
1.9
54.7
$
$
9.7
9.8
$
36.0
2.3
$
29.0
1.4
47.6
21.0
(2.2)
18.8
66.4
3.8
70.2
9.6
42.8
3.4
52
2005 to 2004
2004 to 2003
$
56.9
$
82.7
16.7
-
5.8
29.5
-
(4.9)
3.5
12.0
-
36.7
(11.4)
(21.1)
19.0
2.6
7.9
25.1
19.5
2.1
Improvement (Decline)
Over Prior Year
2004
2005
24%
-13%
55%
9%
-13%
3%
19%
-13%
33%
-34%
-30%
NM
13%
-16%
3%
29%
NM
-13%
14%
-22%
-1%
14%
103%
-19%
290%
22%
3%
71%
70%
-14%
NM
-27%
-20%
-119%
46%
-15%
NM
35%
NM
19%
44%
-16%
190%
45%
Income from Operations Variances—Increase (Decrease)
(in millions, after-tax)
Increase in Income from Operations
Significant Changes in Segment Income:
Effects of Equity Markets
Fee income
DAC/PVIF/DFEL
GMDB/GMWB
Increase in fee income from variable annuity net flows (net of DAC)
Increase in average fixed account values
Deferred sales inducements
Investment margins (including earnings on investment partnerships) (net of DAC)
Prospective DAC/PVIF/DFEL unlocking
Tax Benefits
Net Flows
(in billions)
Variable Portion of Annuity Deposits
Variable Portion of Annuity Withdrawals
Variable Portion of Annuity Net Flows
2005
$
6.296
(4.299)
1.997
2004
$
5.081
(3.796)
1.285
2003
$
2.505
(3.180)
(0.675)
Fixed Portion of Variable Annuity Deposits
Fixed Portion of Variable Annuity Withdrawals
Fixed Portion of Variable Annuity Net Flows
Total Variable Annuity Deposits
Total Variable Annuity Withdrawals
Total Variable Annuity Net Flows
Fixed Annuity Deposits
Fixed Annuity Withdrawals
Fixed Annuity Net Flows
Total Annuity Deposits
Total Annuity Withdrawals
Total Annuity Net Flows
Alliance Mutual Fund Deposits
Alliance Mutual Fund Withdrawals
Total Alliance Mutual Fund Net Flows
Total Annuity and Alliance Mutual Funds Deposits
Total Annuity and Alliance Mutual Funds Withdrawals
Total Annuity Net Flows
Incremental Deposits (1)
2.267
(1.257)
1.010
8.563
(5.556)
3.007
0.681
(1.457)
(0.776)
9.244
(7.013)
2.231
1.066
(0.410)
0.656
10.310
(7.423)
2.887
2.085
(1.108)
0.977
7.166
(4.904)
2.262
1.026
(1.119)
(0.093)
8.192
(6.023)
2.169
0.828
(0.075)
0.753
9.020
(6.098)
2.922
1.710
(1.140)
0.570
4.215
(4.320)
(0.105)
1.415
(0.934)
0.481
5.630
(5.254)
0.376
0.614
0.019
0.633
6.244
(5.235)
1.009
$
10.058
$
8.802
$
6.086
(1)
Incremental Deposits represent gross deposits reduced by transfers from other Lincoln Annuity products.
53
Gross Deposits
(in billions)
Individual Annuities
Variable
Fixed
Total Individual Annuities
Employer-Sponsored Annuities
Variable
Fixed
Total Employer-Sponsored Annuities
- excluding Alliance
Fixed - Alliance
Total
Alliance Mutual Funds
Total Employer-Sponsored Products
Total Annuity and Alliance Deposits
Variable
Fixed
Total Annuities and Alliance
Total Alliance Program Deposits
In
terest Rate Margins
2005
2004
2003
$
7.450
0.152
7.602
$
6.056
0.493
6.549
$
3.114
0.936
4.050
1.113
0.100
1.213
0.429
1.642
1.066
2.708
1.104
0.123
1.227
0.410
1.637
0.834
2.471
1.099
0.126
1.225
0.353
1.578
0.616
2.194
9.629
0.681
10.310
1.495
$
$
7.994
1.026
9.020
1.244
$
$
4.829
1.415
6.244
0.969
$
$
Improvement (Decline)
Over Prior Year
2004
2005
23%
-69%
16%
1%
-19%
-1%
5%
0%
28%
10%
20%
-34%
14%
20%
94%
-47%
62%
0%
-2%
0%
16%
4%
35%
13%
66%
-27%
44%
28%
Net investment income yield
Interest rate credited to policyholders
Interest rate margin
Effect on yield and interest rate margin
Commercial mortgage loan prepayment and bond
makewhole premiums
Contingent interest
Interest rate margin adjusted for above items
2005
2004
2003
6.07%
3.81%
2.26%
0.08%
0.00%
2.18%
6.28%
3.92%
2.36%
0.20%
0.06%
2.10%
6.41%
4.25%
2.16%
0.06%
0.00%
2.10%
Change in Rate Over
Prior Year (basis points)
2005
2004
(21)
(11)
(10)
(12)
(6)
8
(13)
(33)
20
14
6
0
Average Fixed Annuity Account Values (in billions)
$
20.4
$
20.4
$
19.9
Effect on income from operations (after-tax, after DAC)
(in millions)
Commercial mortgage loan prepayment and bond
makewhole premiums
Contingent interest
Effect on income from operations
C
omparison of 2005 to 2004
R
evenues
$
$
$
6.2
-
6.2
18.0
6.5
24.5
$
$
$
8.2
-
8.2
Insurance fees increased in 2005 compared to 2004 as a result of increases in average daily variable annuity account
s. The increase in account values reflects cumulative positive net flows and improvement in the equity markets betwee
value
periods. The average S&P 500 Index was 6.8% higher in 2005, compared to 2004.
n
ariable product sales were up 20% for 2005 over 2004 while fixed product sales were down 34% from the same
V
s in the previous year. Through the fourth quarter of 2005, the Lincoln Retirement segment has experienced 18
period
consecutive quarters of positive net flows.
New deposits are an important component of our effort to grow the annuity business. Although deposits do not
icantly impact current quarter income from operations, they are an important indicator of future profitability. In th
e
signif
past several years, we have concentrated our efforts on both product and distribution breadth. Annuity deposits increased
13% in 2005 compared to 2004, primarily due to growth in individual variable annuity business.
54
The growth in individual variable annuity deposits was a result of continued strong sales of the Lincoln Smart
SecuritySM Advantage feature available in our variable annuity products and expansion of the wholesaling force in LFD
during the last year. Variable annuity gross deposits in our Lincoln ChoicePlusSM and American Legacy products were up
25% for 2005 to $7.4 billion, compared to $5.9 billion for 2004.
Individual fixed annuity deposits declined in 2005 compared to 2004 primarily due to the continued low long-term
interest rate environment. We approached the fixed annuity marketplace on an opportunistic basis throughout 2004 and 2005,
generally offering rates that are consistent with our required spreads. In the current interest rate environment, we expect this
trend of lower fixed annuity deposits to continue.
Significant deposit growth in the employer-sponsored business has come through our Alliance program. The Alliance
program bundles our fixed annuity products with mutual funds, along with recordkeeping and employee education
components. We earn fees for the services we provide to mutual fund accounts and investment margins on fixed annuities of
Alliance program accounts. Alliance program deposits were $1.5 billion (including Alliance program fixed annuity deposits)
in 2005, up 20% from 2004. The amounts associated with the Alliance mutual fund program are not included in the separate
accounts reported in our Consolidated Balance Sheets. Deposits in our traditional annuity products in the employer-sponsored
business in 2005 were unchanged compared to 2004.
The other component of net flows is retention of the business. One of the key assumptions in pricing a product is the
account persistency, often referred to as the lapse rate. The lapse rate compares the amount of withdrawals to the retained
account values. One way to measure a company’s success in retaining assets is to look at the overall level of withdrawals
from period to period. Additionally, by comparing actual lapse rates to the rates expected in designing the annuity product, it
is possible to gauge the impact of persistency on profitability. Overall lapse rates were 9.1% for 2005 compared to 8.9% for
2004. Overall lapse rates have been more favorable than the level of persistency assumed in product pricing, which is
reflected in the favorable prospective DAC unlocking from the third quarter 2005 comprehensive assumption review
discussed below. The persistency of the employer-sponsored business tends to be higher than in the individual annuity
marketplace as employer-sponsored products involve systematic deposits and are part of an overall employee benefit plan
which is generally not subject to the level of exchange activity typically experienced in the individual marketplace.
Net investment income decreased $32.0 million for 2005 compared to 2004. Net investment income for 2005 includes
the second quarter receipt of $19.3 million of fees for standby real estate equity commitments. The decline in net investment
income in 2005 was due to lower fixed annuity account values and lower investment portfolio rates in 2005, lower
commercial mortgage loan prepayment and bond makewhole premiums, and $13.0 million of contingent interest income
received in 2004. Net investment income included $16.4 million from commercial mortgage loan prepayment and bond
makewhole premiums for 2005 compared to $41.0 million of prepayment premiums for 2004.
When analyzing the impact of net investment income, it is important to understand that a portion of the investment
income earned is credited to the policyholders of our fixed annuity products. The interest credited to policyholders is
included in the segment’s expenses. Annuity product interest rate margins represent the excess of the yield on earning assets
over the average crediting rate. The yield on earning assets is calculated as net investment income on fixed product
investment portfolios divided by average earning assets. The average crediting rate is calculated using interest credited on
annuity products less bonus credits and excess interest on policies with the dollar cost averaging feature, divided by the
average fixed account values net of coinsured account values. Fixed account values reinsured under modified coinsurance
agreements are included in account values for this calculation. As a result of crediting rate actions we took in 2003 through
2005, interest credited to policyholder balances decreased for 2005 compared to 2004.
The interest rate margin table above summarizes the effect of changes in the portfolio yield, the rate credited to
policyholders, as well as the impact of contingent interest and prepayment premiums on the segment’s results on an after-
DAC, after-tax basis. Although the net investment income yield declined year over year, we were able to reduce crediting
rates to substantially offset this decrease. The interest rate margin declined to 2.26% for 2005 from 2.36% for 2004. After
removing the effects of the contingent interest and prepayment premiums, the interest rate margin improved to 2.18 % for
2005, compared to 2.10% for 2004. We expect a reduction in interest rate margins 2006 of approximately 2 to 3 basis points
per quarter. Our expectation includes the assumptions that there is a 50 basis point annual improvement in new money
investment rates, that there are no significant changes in net flows in or out of our fixed accounts, or other changes which
may cause interest rate margins to differ from our expectation. For information on interest rate margins and the interest rate
risk due to falling interest rates, see “Item 7A - Quantitative and Qualitative Disclosures About Market Risk” of this Form
10-K.
55
Expenses
Insurance benefits include interest credited to policyholders, which decreased to $819 million in 2005 compared to
$836 million in 2004, as a result of actions taken to lower crediting rates commensurate with the reduction in the overall
investment yield. See the table above for the interest rate credited to policyholders. Also included in insurance benefits are
the costs associated with guaranteed benefits included within variable annuities with the GMDB, GMWB or GIB riders. The
effect of changes in net reserve and benefit payments during 2005 attributable to these guaranteed benefits was partially
offset by the favorable results of the expanded hedge program implemented during 2004 such that the period over period
variances on an after-DAC and after-tax basis was $4.6 million.
In the third quarter of 2005, we completed our annual comprehensive review of the assumptions underlying the
prospective amortization of DAC, PVIF and DSI, and the calculations of the GMDB reserves and the embedded derivative
related to GMWB. This review resulted in a favorable unlocking adjustment due to continued favorable lapse rates partially
offset by mortality. The result of this prospective unlocking was a reduction in expenses of $50.7 million pre-tax ($33.0
million after-tax). The comprehensive review completed during the third quarter of 2005 also resulted in a reduction in
amortization expense of approximately $4.5 million pre-tax ($3.0 million after-tax) per quarter.
Our annual comprehensive review of the assumptions underlying the prospective amortization of DAC, PVIF and DSI,
and the calculation of the GMDB reserves in 2004 resulted in a favorable unlocking adjustment due to continued favorable
contract retention and modeling refinements offset by spread compression. For 2004, the result of this prospective unlocking
was a reduction in expenses of $32.3 million pre-tax ($21.0 million after-tax).
At December 31, 2005, Lincoln Retirement’s NAR related to contracts with a GMDB feature was $0.5 billion. The
related GAAP and statutory reserves were $14.8 million and $42.9 million, respectively. The comparable amounts at
December 31, 2004 were a NAR of $0.8 billion, GAAP reserves of $18.2 million and statutory reserves of $46.4 million. At
any point in time, the NAR is the difference between the potential death benefit payable and the total account value, with a
floor of zero (when account values exceed the potential death benefit there is no amount at risk). Accordingly, the NAR
represents the maximum amount Lincoln Retirement would have to pay if all policyholders died. In evaluating the GMDB
exposures that exist within our variable annuity business relative to industry peers, it is important to distinguish between the
various types of GMDB features, and other factors such as average account values, average amounts of NAR, and the age of
contractholders. The following table and discussion provides this information for our variable annuity business as of
December 31, 2005:
Type of GMDB Feature
Variable Annuity Account Value (billions)
% of Total Annuity Account Value
Average Account Value (thousands)
Average NAR (thousands)
NAR (billions)
Average Age of Contract Holder
% of Contract Holders > 70 Years of Age
$
Return of
Premium
31.9
55.8%
45.5
2.5
0.1
53
12.6%
$
$
$
High Water
Mark
$
$
$
$
18.8
32.9%
93.0
9.0
0.4
63
29.5%
Roll-up
$
0.3
0.5%
119.7
$
12.1
$
-
$
66
37.2%
$
No GMDB
6.2
$
10.8%
60.9
N/A
N/A
61
28.1%
Total
$
$
$
$
57.2
100.0%
61.0
5.5
0.5
56
18.2%
We have variable annuity contracts containing GMDBs that have a dollar for dollar withdrawal feature. Under such a
feature, withdrawals reduce both current account value and the GMDB amount on a dollar for dollar basis. For contracts
containing this dollar for dollar feature, the account holder could withdraw a substantial portion of their account value
resulting in a GMDB that is multiples of the current account value. Our exposure to this dollar for dollar risk is somewhat
mitigated by the fact that we do not allow for partial 1035 exchanges on non-qualified contracts. To take advantage of the
dollar for dollar feature, the contractholder must take constructive receipt of the withdrawal and pay any applicable surrender
charges. We report the appropriate amount of the withdrawal that is taxable to the Internal Revenue Service, as well as
indicating whether or not tax penalties apply under the premature distribution tax rules. We closely monitor the dollar for
dollar withdrawal GMDB exposure and work with key broker dealers that distribute our variable annuity products. The
GMDB feature offered on new sales is a pro-rata GMDB feature whereby each dollar of withdrawal reduces the GMDB
benefit in proportion to the current GMDB to account value ratio. As of December 31, 2005, there were 778 contracts for
which the death benefit to account value ratio was greater than ten to one. The NAR on these contracts was $49 million.
56
Comparison of 2004 to 2003
Revenues
Insurance fees increased in 2004 compared to 2003 as a result of increases in average daily variable annuity account
values, reflecting the increase in net flows and improvement in the equity markets. Variable product sales were up 67% in
2004 over 2003 while fixed product sales were down from the prior year.
Annuity deposits increased significantly in 2004 compared to 2003 with growth in both the individual variable annuity
business and variable products within the employer-sponsored business. The growth in individual variable annuity deposits
was a result of the introduction of the Lincoln Smart SecuritySM Advantage benefit in June of 2003 and expansion of the
wholesaling force in LFD. Variable annuity gross deposits in our Lincoln ChoicePlusSM and American Legacy products were
up 100% for 2004 to $5.9 billion, compared to $2.9 billion for 2003, as a result of the addition of the GMWB feature of the
Lincoln Smart SecuritySM Advantage benefit.
Individual fixed annuity deposits declined for 2004 compared to 2003 primarily due to the low interest rate
environment. Similar to 2005, we approached the fixed annuity marketplace on an opportunistic basis throughout 2003 and
into 2004. In our employer-markets business, mutual fund deposits into the Alliance program were $834 million in 2004, an
increase of 35% from 2003. Our traditional annuity products showed growth with a 4% increase over the previous year.
Overall lapse rates were 8.9% in 2004 compared to 9.0% in 2003 and were more favorable than the level of persistency
expected in product pricing. In addition, as described above, we experienced an increase in deposits within the Alliance
program offered within the employer-sponsored marketplace.
Insurance premiums increased $11.1 million in 2004, or 51%, compared to 2003, primarily driven by increases in
annuities in the payout phase, mainly in the American Legacy and Single Premium Immediate Annuity products. There was a
corresponding increase in the benefit line from the resulting increase in reserves.
Net investment income increased slightly in 2004 compared to 2003. Fixed annuity account values increased during
2004 from net flows and investment income. Although investment rates during 2004 remained at levels below our portfolio
rate, the higher account values and income from commercial mortgage loan prepayment and bond makewhole premiums and
contingent interest income were the drivers of higher investment income. In 2004, net investment income included $41.0
million from prepayment premium, compared to $17.3 million in 2003. In addition, the segment received $13.0 million of
contingent interest income. Excluding these items, investment income declined for 2004 compared to 2003.
Although net investment income declined in 2004 compared to 2003, interest credited to policyholder balances
decreased year over year as a result of crediting rate actions we took in 2003 and 2004. The interest rate margin increased to
2.36% for 2004 from 2.16% for 2003. After removing the effects of the contingent interest received in 2004 and prepayment
premiums in 2004 and 2003, interest rate margin was level in 2004 compared to 2003 at 2.10%.
Expenses
Insurance benefits include interest credited to policyholders, which decreased to $836 million in 2004 from $867.7
million in 2003 as a result of actions taken by the segment to lower crediting rates commensurate with the reduction in the
overall investment yield.
In the third quarter of 2004, we completed our annual comprehensive review of the assumptions underlying the
prospective amortization of DAC, PVIF, DSI, and GMDB reserves. This review resulted in a favorable unlocking adjustment
due to continued favorable contract retention and modeling refinements offset by spread compression. In 2004, the result of
this prospective unlocking was a reduction in expenses of $32.3 million pre-tax ($21.0 million after-tax), compared to a $2.3
million pre-tax ($1.5 million after-tax) reduction in expenses from the comprehensive review completed in 2003.
Included in insurance benefits is DSI net of associated amortization. The amortization methodology used for DSI is the
same as that utilized for DAC. The SOP became effective January 1, 2004. Accordingly, the accounting for DSI is different
in 2004 than in 2003. As a result, our insurance benefits were $7.9 million lower in 2004 relative to 2003.
Included in the segment’s insurance benefits are the costs associated with guaranteed benefits included within variable
annuities with the GMDB or GMWB riders. As discussed above, our reserving for GMDB changed effective January 1, 2004
with our adoption of the SOP. As a result, under the SOP GMDB reserves are not subject to the same period-to-period
volatility from changes in the equity markets as was the case under our previous reserving methodology. In addition, during
2004 we expanded our hedging of GMDB reserves and entered into hedges for GMWB. The assumptions we use in
computing our GMDB reserves are essentially the same as those used in our DAC amortization methodology. In 2004 and
57
2003 we unlocked those assumptions on a prospective basis. The decrease in insurance benefits in 2004 compared to 2003
was a result of these actions and the performance of the equity markets in 2004 relative to 2003.
Outlook
Demographics provide a significant opportunity for growth for our various annuity products. As the baby-boomer
generation ages, they are now shifting their focus from accumulating assets for retirement to income-generating products that
will also provide stability in their retirement. At the same time, annuity products are being designed to meet these needs. Our
continuing efforts in strengthening distribution through increased market share with key accounts will contribute to future
growth. However, as account values grow, it becomes more difficult to maintain consistent growth in net flows.
Our i4LIFE® Advantage rider combines a lifetime income guarantee with access to the underlying account value and
continued growth potential through investment in the market. To mitigate investor concerns of continued market decline, the
optional GIB provides a guarantee to the investor of a minimum income for life. It also provides for a potentially higher
payment should an investor's net investment results surpass i4LIFE® Advantage rider assumptions (assumed interest rate).
Elections of Lincoln's i4LIFE® Advantage for 2005 were $1.0 billion, an increase of 144% over total elections of $410
million for 2004.
Economic and market conditions and the level of interest rates have been volatile over the past several years. This
volatility and uncertainty in the marketplace has impacted fixed and variable annuity sales for both the industry and Lincoln
Retirement. Customer behavior has been influenced by these factors as well as by the introduction of new products and
product features, including the very popular living benefits products. Lincoln Retirement’s living benefit product, Lincoln
Smart SecuritySM Advantage, was introduced in 2003 and has resulted in increased deposits in our variable annuities. While
we expect this strong deposit result to continue, history has shown that, because of competitive pressures, new product
innovations may have only a relatively short-term impact on market share.
New money rates continue to be at levels below our existing portfolio yield. This will continue to cause pressure on our
investment margins. At December 31, 2005, approximately 88%, or $18.6 billion, of our $21.1 billion of fixed annuity
account values, including the fixed portion of variable annuity contracts, were at the contractual minimum with another 7%
or $1.5 billion within 50 basis points of contractual minimums. Continued low interest rates would lower portfolio earned
rates and move more of our crediting rates to the contractual minimum, causing a drop in investment spreads. Conversely, if
interest rates were to rise rapidly it could lead to disintermediation risk. Refer to the discussion on investment margin above
for the impact of margin compression expected in 2006.
One of our fixed annuity products, the Step Five Fixed Annuity has a sixty-day window period following each five year
fixed guarantee period. Crediting rates for each subsequent five-year, fixed guarantee period are set at the beginning of the
window period. During the window period, account holders can withdraw their funds without incurring a surrender charge.
Account values for this product were $2.8 billion at December 31, 2005, and approximately $1.3 billion and $1.0 billion of
account values will enter the window period in 2006 and 2007, respectively. Given the current interest rate environment, we
would expect to see our lapse rate increase in 2006 as a portion of these account holders withdraw their funds, but we would
not expect the after-DAC, after-tax effect to be significant to the earnings of the Lincoln Retirement segment, helped in part
by a 50% coinsurance arrangement on 87% of the account values.
Changes in tax laws and additional regulatory scrutiny of variable annuities could have a negative impact on our ability
to grow the business. See “Part I—Item 1—Business—Regulatory Matters.” To deal with these uncertainties, we remain
committed to our two-pronged approach of growing new deposits and retaining existing assets to manage net flows. We
expect to continue to strengthen distribution breadth, utilize and improve upon the balanced portfolio of annuity products,
and aggressively manage expenses as key profitability drivers in the challenging annuity market.
For additional factors that could cause actual results to differ materially from those set forth in this outlook section, see
“Part I—Item 1—Risk Factors” and “Forward-looking Statements—Cautionary Language” above.
58
Life Insurance
Operating Summary (in millions)
Operating Revenues:
Insurance premiums
Insurance fees
Net investment income
Other revenues and fees
Total Operating Revenues
2005
2004
2003
2005
2004
Increase (Decrease)
Over Prior Year
$
198.7
790.2
970.7
33.9
1,993.5
$
194.0
779.1
948.4
31.4
1,952.9
$
194.9
772.1
911.1
28.0
1,906.1
2%
1%
2%
8%
2%
3%
-4%
1%
7%
8%
7%
(0)
1%
4%
12%
2%
-3%
13%
1%
7%
9%
6%
Operating Expenses:
Insurance benefits
Underwriting, acquisition, insurance and other expenses
Total Operating Expenses
Income from operations before taxes
Federal income taxes
Income from operations
1,090.3
461.6
1,551.9
441.6
142.7
298.9
$
1,061.2
478.9
1,540.1
412.8
132.5
280.3
$
1,095.8
424.7
1,520.5
385.6
121.1
264.5
$
Income from Operations Variances—Increase (Decrease)
(in millions, after-tax)
Increase in Income from Operations
2005 to 2004
2004 to 2003
$
18.6
$
15.8
Significant Changes in Income from Operations:
Effects of equity markets-DAC/PVIF/DFEL
Prospective DAC/PVIF/DFEL unlocking
DAC amortization
Mortality (after-DAC)
Investment margins (including earnings on investment partnerships)
(0.6)
18.3
(6.1)
5.8
5.0
(1.8)
4.4
(8.2)
(1.2)
22.0
2005
2004
2003
Increase (Decrease)
Over Prior Year
2005
2004
First Year Premiums-by Product (in millions)
Universal Life ("UL")
Excluding MoneyGuard
MoneyGuard
®
®
Total Universal Life
Variable Universal Life ("VUL")
Whole Life
Term
Total Retail
Corporate Owned Life Insurance ("COLI")
Total First Year Premiums
Net Flows (in billions)
Deposits
Withdrawals & Deaths
Net Flows
Policyholder Assessments
9%
-8%
3%
26%
-1%
-18%
4%
-4%
3%
0%
-11%
9%
8%
-4%
9%
1%
7%
20%
2%
2%
-41%
-4%
-1%
13%
-9%
4%
$
$
$
438.4
226.0
664.4
106.6
40.7
33.7
845.4
70.5
915.9
401.1
244.5
645.6
84.8
41.2
41.0
812.6
73.6
886.2
417.0
224.6
641.6
79.4
34.4
40.2
795.6
125.7
921.3
$
$
$
$
$
$
2.240
(0.884)
1.356
(1.182)
$
$
2.243
(0.996)
1.247
(1.096)
$
$
2.259
(0.882)
1.377
(1.053)
$
$
59
(in billions)
Account Values
UL
VUL
Interest-Sensitive Whole Life ("ISWL")
Total Life Insurance Account Values
In Force-Face Amount
UL and Other*
Term Insurance
Total In-Force
Net Amount at Risk ("NAR")
UL and Other
Term Insurance
Total Net Amount at Risk
2005
2004
2003
Increase (Decrease)
2005
2004
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
10.3
2.9
2.2
15.4
136.4
188.0
324.4
118.8
186.9
305.7
9.6
2.5
2.2
14.3
132.1
172.4
304.5
115.3
171.7
287.0
9.0
2.2
2.2
13.4
129.6
151.7
281.3
113.7
151.2
264.9
7%
16%
-
8%
3%
9%
7%
3%
9%
7%
8%
7%
14%
-
7%
2%
14%
8%
1%
14%
8%
6%
* Includes COLI of
7.7
7.1
6.7
Interest Rate Margins
2005
2004
2003
2005
2004
Basis points
Change in Rate Over Prior
Year Increase (Decrease)
6.32%
4.69%
1.63%
0.07%
0.00%
1.56%
6.67%
4.85%
1.82%
0.20%
0.07%
1.55%
6.97%
5.36%
1.61%
0.03%
0.00%
1.58%
2.7
-
2.7
7.7
2.1
9.8
1.4
-
1.4
$
$
$
6.43%
0.06%
0.00%
6.37%
6.90%
0.19%
0.17%
6.54%
6.99%
0.06%
0.00%
6.93%
(35)
(16)
(19)
(13)
(7)
1
(47)
(13)
(17)
(17)
(30)
(51)
21
17
7
(3)
(9)
13
17
(39)
$
$
$
0.5
-
0.5
1.7
1.6
3.3
$
$
0.5
-
0.5
Interest Sensitive Products
Net investment income yield
Interest rate credited to policyholders
Interest rate margin
Effect on Yield and Interest Rate Margin
Commercial mortgage loan prepayment and bond makewhole premiums
Contingent interest
Interest rate margin, excluding the above items
Effect on Income from Operations (After-tax, after DAC) (in millions)
Commercial mortgage loan prepayment and bond makewhole premiums
Contingent interest
Effect on income from operations
Traditional Products
Net investment income yield
Effect on Yield
Commercial mortgage loan prepayment and bond makewhole premiums
Contingent interest
Net investment income yield after adjusted for above items
Effect on Income from Operations (After-tax) (in millions)
Commercial mortgage loan prepayment and bond makewhole premiums
Contingent interest
Effect on income from operations
$
Comparison of 2005 to 2004
Revenues, First Year Premium, In-force and Net Amount at Risk
Revenues increased modestly in 2005 compared to 2004, primarily due to higher net investment income, which is
explained below. Insurance fees include surrender charges, mortality assessments and expense assessments. Mortality
assessments increased $14.8 million, or 3%, for 2005, which is in line with the growth in UL and Other face amount in-force,
and NAR (Other includes VUL, whole life, ISWL and COLI; UL and Other products are referred to as permanent products).
Mortality assessments are comprised of COI’s charged to policyholders in relation to the NAR less the cost of reinsurance
premiums that we pay for reinsurance coverage. In recent years, we have reinsured a larger percentage of the mortality risk
on our business than in the past. As older business with a lower percentage of reinsurance has run off, this has had the effect
of slowing the growth of revenues from net mortality assessments. Partially offsetting the increase in mortality assessments
were lower revenues for surrender charges due to favorable persistency. The improved persistency results in higher business
in force, which should positively affect future revenues.
60
The increase in life insurance in-force and NAR has been driven primarily by the growth in term life insurance. It is
important to view the in-force and NAR growth separately for term products versus UL and other permanent products, as
term products by design have a lower profitability to face amount relationship than do permanent life insurance products.
Insurance premium revenue relates to whole life and term life insurance products. Term and whole life insurance products
have insurance fees and COIs generated from the NAR. These are components of the change in policy reserves on these
products, and are reflected in insurance benefits. Insurance premiums increased 2% in 2005 compared to 2004. Insurance
premiums for term insurance increased 24% for 2005 compared to 2004, while insurance premiums for whole life decreased
6% in 2005 compared to 2004. For term insurance, gross premiums grew 9% from continued growth in the book of business.
Also contributing to the growth in net term insurance premiums was a 5% reduction in premiums paid for reinsurance
coverage in 2005 compared to 2004, primarily resulting from restructuring our reinsurance program in September 2005.
Under the restructured program, we reduced the percentage of each new term policy reinsured and moved from coinsurance
to renewable term reinsurance.
First year premiums are not part of revenues (other than for term products) and do not have a significant impact on
current quarter income from operations, but are indicative of future profitability. Total first year premiums for 2005 increased
3% compared to 2004, due to UL and VUL increases of $18.8 million and $21.8 million (3% and 26%), respectively,
compared to 2004. The equity market turnaround and the fourth quarter 2004 introduction of the VULONE product were the
primary drivers of the VUL increases. The segment introduced a new UL product during the third quarter of 2004, which
generated sales of approximately $187.8 million for 2005.
Net investment income for 2005 included $10.9 million pre-tax from commercial mortgage loan prepayment and bond
makewhole premiums compared to $25.0 million for 2004. Net investment income in 2005 included $5.7 million pre-tax
from the second quarter receipt of fees from standby real estate equity commitments and 2004 included $8.9 million pre-tax
of contingent interest income ($6.5 million in the interest sensitive lines and $2.4 million for traditional non-dividend
participating (“Non-par”) products). Absent these items, interest rate margins for the Life Insurance segment’s interest
sensitive products improved in 2005 compared to 2004, while those of traditional products declined.
Interest sensitive products include UL and ISWL and provide for interest to be credited to policyholder accounts. The
difference between what we credit to policyholder accounts and interest income we earn on interest sensitive assets is interest
rate margin. Traditional non- par products include term and whole life insurance with interest income used to build the policy
reserves. At December 31, 2005, interest-sensitive products represented approximately 89% of total interest sensitive and
traditional Non-par earning assets, up slightly from 2004. At December 31, 2005, 42% of the interest sensitive account values
have crediting rates at contract guaranteed levels and 53% have crediting rates within 50 basis points of contractual
guarantees. We expect a slight reduction of approximately one to two basis points per quarter in interest rate margins in the
subsequent quarters for the Life Insurance segment. This assumes a 50 basis point annual improvement in new money
investment rates and no significant changes in net flows in or out of our fixed accounts or other changes that may cause
interest rate margins to differ from our expectation. For information on interest rate margins and the interest rate risk due to
falling interest rates, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-K.
Expenses
Insurance benefits include interest credited to policyholders of $590.2 million in 2005 compared to $579.7 million in
2004. Actions taken by the segment to lower crediting rates commensurate with the reduction in the overall investment yield
in 2004 and 2005 partially offset the effects of growth in the book of business. See the table above for the interest rate
credited to policyholders.
During the third quarter of 2005, we conducted our annual comprehensive review of the assumptions underlying the
amortization of DAC, PVIF and DFEL. We reviewed the various assumptions including investment rate margins, mortality
and retention. As a result of this comprehensive review, in 2005, the Life Insurance segment had DAC/PVIF/DFEL net
prospective positive unlocking adjustment of $4.5 million pre-tax ($2.9 million after-tax), primarily reflecting improved
mortality assumptions, partially offset by less favorable retention and interest rate assumptions. The comprehensive review
during 2005 also resulted in a decrease in the on-going amortization expense of approximately $1.1 million pre-tax ($0.7
million after-tax) per quarter beginning in the fourth quarter of 2005.
For 2004, this segment had negative prospective DAC unlocking of $23.7 million pre-tax ($15.4 million after-tax),
resulting primarily from a reduction in the assumption of future investment yields. The comprehensive review during the
third quarter of 2004 also resulted in an increase in the on-going amortization expense of approximately $3 million pre-tax
($2 million after-tax) per quarter beginning in the fourth quarter of 2004.
61
UL and VUL products with secondary guarantees represented approximately 23% of permanent life insurance in-force
at December 31, 2005 and approximately 81% of first year premiums for these products. In July 2005, a committee of the
NAIC adopted a change to Actuarial Guideline 38 (also known as “AXXX”), the statutory reserve requirements for UL
products with secondary guarantees, such as Lincoln National Life’s lapse protection rider (“LPR”). This proposal was
formally adopted by the NAIC in October 2005 with an effective date of July 1, 2005.
The proposal does not affect business written prior to the effective date of July 1, 2005. Application of this guideline
to sales of UL products with secondary guarantees subsequent to July 1 resulted in an increase to statutory reserves of
approximately $90 million, which reduced statutory surplus by approximately $65 million at December 31, 2005. There was
no impact to GAAP reserves. We continue to evaluate potential modifications to our universal life products with secondary
guarantees that may be made in response to the revised regulation. Although the impact of this proposal on future sales of
guaranteed no-lapse UL cannot be predicted, it may result in a price increase for such products.
Comparison of 2004 to 2003
Revenues, First Year Premium, In-force and Net Amount at Risk
Revenues were up $46.8 million, or 2%, in 2004 compared to 2003, primarily due to an increase in net investment
income of $37.3 million. Revenues from insurance fees increased 1%. This increase in insurance fees was in line with the
lack of growth in UL and Other face amount in-force, and NAR. The increase in life insurance in-force and NAR was driven
by the growth in term life insurance. Total first year premiums for 2004 declined from 2003, primarily due to a decrease of
$52.1 million, or 41%, in the COLI business. First year premiums in 2003 included the results of a large COLI case with first
year premiums of $33.2 million. First year premium in the retail business was up $17.0 million, or 2%. The increase in retail
was driven by sales of MoneyGuard®. Due to the equity market turnaround and the introduction of a new product, first year
premiums for VUL were up slightly in 2004 compared to 2003. UL accounted for 88% of total retail UL/VUL sales in 2004,
consistent with 2003. The decline in first year premiums for UL, excluding MoneyGuard®, in 2004 was due to increased
competition.
Net investment income for the Life Insurance segment for 2004 included $25.0 million from prepayment premiums
and $8.9 million of contingent interest income. Interest rate margins for the Life Insurance segment improved in 2004,
compared to 2003.
Expenses
Insurance benefits include interest credited to policyholders, which decreased to $579.7 million in 2004, compared to
$598.2 million in 2003, as a result of actions taken by the segment to lower crediting rates commensurate with the reduction
in the overall investment yield. As stated above, our comprehensive review of DAC/PVIF/DFEL in 2004 resulted in negative
unlocking of $23.7 million pre-tax ($15.4 million after-tax). In 2003, the segment also experienced negative prospective
DAC unlocking of $30.5 million pre-tax ($19.8 million after-tax), resulting primarily from revised assumptions regarding
face amount reductions and reinsurance premiums. The 2003 change in assumptions resulted in lower future EGPs, leading to
the increased DAC amortization expense in 2004.
Outlook
In 2005, we experienced significant competitive pressures on our products. Although our new UL product introduced
in late 2004 improved our first year premium growth, we experienced significant competition with our MoneyGuard®
product, and we expect to continue to see strong competition in 2006, especially with respect to products with secondary
guarantees. As a result of the strong growth in VUL sales in 2005, driven by increasing acceptance of the VULONE product by
the marketplace, we expect to see continued solid growth. As we have a large block of in-force business with lapse rates
averaging 6 to 8% on the mature blocks, sales at levels consistent with recent experience are not expected to result in
significant growth of the overall business in-force. We expect this will constrain growth in our insurance fees. However, we
do expect overall first-year premiums and revenues to grow in 2006 and in the long-term. Continued strength in the equity
and credit markets, as well as the diversity of our products and strong distribution, provide a favorable environment for
increasing our first year premiums.
New money rates continue to be at levels below our existing portfolio yield, which will continue to cause pressure on
our investment margins. At December 31, 2005, approximately $5.2 billion, or 42%, of our $12.5 billion of UL and interest-
sensitive whole life insurance account values were at contractual minimums with another $6.6 billion, or 53%, within 50
basis points of contractual minimums. Refer to the discussion on investment margin above for the impact of margin
compression expected in 2006.
62
As discussed above, we changed our reinsurance program in September 2005 for new term life policies and made
further changes to the program in January 2006, as discussed later in Reinsurance. These changes reduce reinsurance
premiums and reduce the amount of losses we recover from reinsurers on any one loss. While we expect the reduction in
reinsurance costs to benefit results going forward, we could experience more volatility in earnings from mortality losses.
As discussed above and described in “Part I—Item 1—Business—Regulatory Matters,” the NAIC implemented
changes in 2005 to statutory reserving requirements for life insurance companies related to universal life products with
secondary guarantees, such as LPR. UL policies with lapse protection riders amount to approximately $30.9 billion of our in-
force face amount. Although potential changes are still being reviewed, any change that would have the effect of increasing
statutory reserves could affect product design and pricing, and as such could impact the availability and profitability of these
products.
For additional factors that could cause actual results to differ materially from those set forth in this outlook section, see
“Part I—Item 1—Risk Factors” and “Forward-looking Statements—Cautionary Language” above.
Investment Management
Operating Summary (in millions)
Operating Revenues:
Investment advisory fees - retail/institutional
Investment advisory fees - insurance-related
Insurance fees
Net investment income
Other revenues and fees
Total operating revenues
Operating Expenses:
Insurance benefits
Underwriting, acquisition, insurance and other expenses
Total operating expenses
Income before taxes
Federal income taxes
Income from operations
2005
2004
2003
$
279.0
98.8
71.2
53.0
65.8
567.8
$
252.5
105.8
58.7
51.7
66.3
535.0
$
205.0
101.2
45.1
49.9
72.8
474.0
27.9
489.0
516.9
50.9
14.9
36.0
$
26.9
445.6
472.5
62.5
18.9
43.6
$
26.4
406.3
432.7
41.3
6.8
34.5
$
Increase (Decrease)
Over Prior Year
2005
2004
10%
-7%
21%
3%
-1%
6%
4%
10%
9%
-19%
-21%
-17%
23%
5%
30%
4%
-9%
13%
2%
10%
9%
51%
178%
26%
63
Income from Operations Variances—Increase (Decrease)
(in millions after-tax)
Increase in Income from Operations
Effects of financial markets/net flows, variable expenses and other
Deferred acquisition costs
Other financial markets related variances
Seed capital
Deferred compensation liability
Income from operations of DIAL
Portolio management alignment, including severance
Tax benefit on U.K. stock compensation
Asset management fees related to LNC's general account
2005 to 2004
2004 to 2003
$
(7.6)
17.9
1.5
$
9.1
10.5
1.3
(0.2)
-
(12.4)
(11.4)
-
(2.9)
(5.2)
3.0
9.2
(9.1)
-
Increase (Decrease)
Over Prior Year
2005
2004
2003
2005
2004
(in billions)
Assets Under Management:
Retail-Equity
Retail-Fixed
Total Retail
Institutional-Equity
Institutional-Fixed
Total Institutional
Insurance-related Assets
$
$
$
35.5
9.2
44.7
19.4
13.0
32.4
44.5
121.6
17.1
4.8
21.9
26.1
8.3
34.4
11.6
10.0
21.6
44.0
100.0
10.7
3.8
14.5
20.9
8.2
29.1
25.3
8.4
33.7
43.0
105.8
3.8
-
3.8
36%
11%
30%
67%
30%
50%
1%
22%
60%
26%
51%
25%
1%
18%
-54%
19%
-36%
2%
-5%
182%
NM
282%
Total Assets Under Management
$
$
$
Total Sub-advised Assets, included in above amounts
Retail
Institutional
$
$
$
Total Sub-advised Assets
$
$
$
The amount of assets sub-advised to Mondrian at September 24, 2004, the date of the sale of DIAL, was $7.9 billion.
Sale of Subsidiary (DIAL)—Assets Under Management Transferred to
Buyer at the Time of the Sale (in billions):
Retail equity
Institutional equity
Institutional fixed income
Total Assets Under Management Transferred to Buyer
$
$
0.3
18.7
3.1
22.1
At December 31, 2005, approximately $16.4 billion of the sub-advised assets are being sub-advised on our behalf by
Mondrian, the buyer.
64
Net Flows
(in billions)
Retail:
Equity:
Fund deposits
Redemptions and transfers
Net flows-Equity
Fixed Income:
Fund deposits
Redemptions and transfers
Net flows-Fixed Income
Total Retail:
Fund deposits
Redemptions and transfers
Net flows-Total Retail
Institutional:
Equity:
Inflows/deposits
Withdrawals and transfers
Net flows-Equity
Fixed Income:
Inflows/deposits
Withdrawals and transfers
Net flows-Fixed Income
Total Institutional:
Inflows/deposits
Withdrawals and transfers
Net flows-Total Institutional
2005
2004
2003
2005
2004
Increase (Decrease)
Over Prior Year
$
11.6
(5.4)
6.2
$
7.1
(4.0)
3.1
$
3.8
(2.7)
1.1
2.5
(1.6)
0.9
14.1
(7.0)
7.1
10.3
(4.4)
5.9
4.3
(1.3)
3.0
14.6
(5.7)
8.9
1.9
(1.9)
-
9.0
(5.9)
3.1
6.1
(3.5)
2.6
5.2
(0.6)
4.6
11.3
(4.1)
7.2
1.8
(1.7)
0.1
5.6
(4.4)
1.2
3.9
(2.1)
1.8
1.9
(1.2)
0.7
5.8
(3.3)
2.5
63%
35%
100%
32%
-16%
NM
57%
19%
129%
69%
26%
127%
-17%
117%
-35%
29%
39%
24%
41%
27%
55%
87%
48%
182%
6%
12%
-100%
61%
34%
158%
56%
67%
44%
174%
-50%
557%
95%
24%
188%
78%
30%
178%
Combined Retail and Institutional:
Deposits/inflows
Redemptions, withdrawals and transfers
Net flows-Combined Retail and Institutional
28.7
(12.7)
16.0
$
20.3
(10.0)
10.3
$
11.4
(7.7)
3.7
$
Note: The net flows in the above table exclude the transfer of $1.0 billion related to the outsourced mutual fund based
401(k) record-keeping business in 2004. The term deposits in the above table and in the following discussion
represents purchases of mutual funds and managed accounts, deposits in variable annuity funds, and inflows in
advisory accounts. Amounts in the table above include DIAL through September 2004.
The following table presents the segment’s net flows with and without DIAL.
(in billions)
Net Flows
As reported above
DIAL
Net Flows-Excluding DIAL
$
$
$
2005
2004
2003
$
$
$
16.0
-
16.0
10.3
3.3
7.0
3.7
1.0
2.7
Increase (Decrease)
2005
2004
55%
-100%
129%
178%
230%
159%
65
Comparison of 2005 to 2004
Revenues, Deposits and Net Flows
Investment advisory fees—retail/institutional increased 10 % in 2005 compared to 2004. Investment advisory fees
included $47.2 million from DIAL for 2004. Excluding DIAL, investment advisory fees-retail/institutional increased 36 %
for 2005 compared to 2004, due to higher average levels of assets under management resulting from changes in the equity
markets, changes in product mix and positive net flows. Net flows for 2005 were 55% higher than 2004. The level of net
flows in 2005 was significantly higher than previous periods for both institutional and retail business. We believe that the
increase in net flows was attributable to several factors, including changes in the management of certain asset category
offerings, the recognition in the marketplace of improving investment performance, and the expanded wholesaling of the
segment’s products by LFD. The level of net flows may vary considerably from period to period and net flows in one period
may not be indicative of net flows in subsequent periods.
Investment advisory fees include amounts that are ultimately paid to sub-advisors for managing the sub-advised assets.
The amounts paid to sub-advisors are included in the expenses of the segment. In addition, included in the investment
advisory fees—retail/institutional are fees earned from managing funds included within our variable annuity and life
insurance products.
Investment advisory fees – insurance related is made up of fees for asset management services this segment provides
for our general account assets supporting our fixed products and surplus, including those of the Lincoln Retirement and Life
Insurance segments. As a result of analysis performed in the latter half of 2004, effective January 1, 2005, we reduced the
inter-segment fees paid to the Investment Management segment by approximately 2 basis points, or 12%, which resulted in a
negative impact of $2.9 million after-tax in 2005. This was offset by corresponding net positive impacts within the Lincoln
Retirement and Life Insurance segments.
The increase in insurance fees from our annuity-based 401(k) Lincoln DirectorSM business (“Director”) primarily
related to higher assets under management due to equity market performance and positive net flows of $0.4 billion in 2005.
Assets under management for this business were $6.5 billion and $5.6 billion at December 31, 2005 and 2004, respectively.
The increase in assets under management from December 31, 2004 to 2005 is primarily the result of market value gains
and positive net flows. Market value gains for 2005 were $3.2 billion in retail and $1.9 billion in institutional. Net flows
were $7.1 billion in retail and $8.9 billion in institutional for 2005.
On September 24, 2004, we completed the sale of DIAL to the unit’s management group and an unaffiliated investor.
As a result of the sale of DIAL, certain retail assets are now sub-advised by Mondrian, the buyer. Sub-advised assets
represent 18% of the segment’s assets under management at December 31, 2005, compared to 14% at December 31, 2004.
As stated above, the segment pays fees to the sub-advisor for managing the assets. Also, in 2004, the segment outsourced its
mutual fund based 401(k) record-keeping business. As a result, approximately $1 billion of the retirement accounts were
transferred to third parties during 2004. See Note 13 to our Consolidated Financial Statements, “Results of Consolidated
Operations” above and “Review of Consolidated Financial Condition – Liquidity and Capital Resources” below for
additional information.
Expenses
Underwriting, acquisition, insurance and other expenses increased 10% in 2005 compared to 2004, primarily from
expenses that vary with revenues or levels of assets under management. These expenses include the fees we pay to third party
sub-advisors. Payments to LFD for wholesaling services increased $8.5 million, or 26 % in 2005 compared to 2004, as a
result of the strong retail deposits in 2005. Unlike the capitalization of acquisition costs with insurance products, in the asset
management business, we are not able to capitalize the acquisition costs of new business. Operating expenses for 2005 also
include severance of approximately $9.7 million pre-tax ($6.3 million after-tax). In addition, expenses in 2005 were higher
as the result of adding two investment teams during 2005. In 2005 several growth equity managers and certain other
investment personnel joined us to form a new large cap equity growth team and a new international equity team joined the
firm as well.
During the third quarter of 2005, the segment performed its annual comprehensive review of DAC assumptions related
to the Director business. As a result, 2005 expenses were reduced for prospective unlocking of $4.7 million pre-tax ($3.1
million after-tax), primarily related to favorable expenses and continuing higher than expected retention rates. In the third
quarter of 2004, the annual comprehensive review resulted in a reduction to expenses for prospective unlocking of
approximately $3 million pre-tax ($2 million after-tax), primarily related to the continued improvement in retention rates.
66
Comparison of 2004 to 2003
Revenues, Deposits and Net Flows
The increase in investment advisory fees—retail/institutional was a result of higher average level of assets under
management, resulting from rising equity markets and positive net flows. The increase in insurance fees from the DirectorSM
business primarily related to higher assets under management from equity market performance. Assets under management for
this business were $5.6 billion and $4.6 billion in 2004 and 2003, respectively. Other revenues include changes in the value
of seed capital, as well as shareholder servicing and accounting fees for services provided to mutual funds and variable
annuity products that we sponsor. Other revenues decreased in 2004 compared to 2003, primarily due to the seed capital
component. Seed capital represents the amount of capital invested to start a new fund or product. Seed capital investments are
accounted for in a manner consistent with the accounting for trading securities, with changes in fair market value reported as
a component of revenues. The equity market related increase in the value of seed capital was less in 2004 than in 2003, and
we had less invested in seed capital in 2004.
The decline in assets under management from 2003 to 2004 was primarily due to the sale of DIAL, which resulted in a
$22.1 billion reduction in assets under management as of September 24, 2004, partially offset by market value gains and
positive net flows. Market value gains in 2004 were $3.5 billion in retail and $2.5 billion in institutional. Excluding the
effects from the DIAL sale, positive net flows across equity and fixed income products accounted for the growth in both
institutional and retail assets under management. Retail net flows reflected higher deposits, partially offset by higher
withdrawals.
Expenses
Underwriting, acquisition, insurance and other expenses increased in 2004 compared to 2003, primarily from expenses
that vary with revenues or levels of assets under management. Results for 2004 included the prospective DAC unlocking
described above. In 2003, the annual review did not result in material prospective unlocking.
Included in the segment’s expenses was the change in value of our deferred compensation liability related to the
segment. Changes in the value of this liability arise from changes in the financial markets (equity and fixed income) and the
underlying investment choices of the participants. During 2004, we entered into a total return swap agreement to hedge the
affect of changes in the deferred compensation liability due to changes caused by the equity markets. The swap reduced the
impact of equity market changes on the deferred compensation liability and the related amount recorded to expense relative
to 2003. For more information on the deferred compensation liability, see Note 8 to the Consolidated Financial Statements.
The effective tax rate in 2004 was higher than in 2003, primarily due to a tax benefit in 2003 from a change in tax laws
in the United Kingdom permitting a deduction for stock compensation expense related to Delaware options granted to the
employees of DIAL. The tax benefit recognized in 2003 reflected a deduction for the fair value of options granted in current
and prior years that were outstanding at January 1, 2003.
Outlook
For the last few years, we have been focusing on five key areas for improving the investment management business:
attracting and retaining a strong team of investment and research professionals, enhancing the investment process, sustaining
strong investment performance, increasing net flows, and improving profitability. We believe we have been successful in
each of our areas of focus through the attraction of key talent and improvements in our business model. In 2004, we sold
DIAL and outsourced the administration of its mutual fund-based retirement product to third parties.
Economic and market conditions and the level of interest rates have been volatile over the past several years, and have
impacted the segment’s operating performance. We believe that the increase in net flows and assets under management in
2005 compared to 2004 is attributable to several factors, including changes in the management of certain asset category
offerings, the recognition in the marketplace of improving investment performance, and the expanded wholesaling of the
segment’s products by LFD. The level of net flows may vary considerably from period to period and therefore net flows in
one period may not be indicative of net flows in subsequent periods. While we expect investment performance to remain
solid and look for sustained positive net flows in 2006, capacity constraints in certain asset classes or products may limit
growth relative to 2005 levels.
67
Significant and sustained changes in equity markets could have a negative impact on assets under management and net
flows. In addition, the Investment Management segment may also be affected by legislative or regulatory changes made in
response to current industry-wide matters of concern, including, but not limited to market timing, late trading, and soft-dollar
arrangements.
For additional factors that could cause actual results to differ materially from those set forth in this outlook section, see
“Part I — Item 1 — Risk Factors” and “Forward-looking Statements — Cautionary Language” above.
Lincoln UK
Operating Summary (in millions)
Operating Revenues:
Insurance premiums
Insurance fees
Net investment income
Other revenues and fees
Total Operating Revenues
Operating Expenses:
Insurance benefits
Underwriting, acquisition, insurance and other expenses
Total Operating Expenses
Income before taxes
Federal income taxes
Income from operations
2005
2004
2003
$
63.3
146.2
78.6
30.3
318.4
$
70.3
143.4
75.7
52.8
342.2
$
62.2
129.6
64.1
18.6
274.5
116.0
135.7
251.7
100.4
174.8
275.2
98.6
110.4
209.0
66.7
23.3
43.4
$
67.0
23.5
43.5
$
65.5
21.9
43.6
$
December 31 (in billions)
Unit-Linked Assets
Individual Life Insurance In-Force
Exchange Rate Ratio-U.S. Dollars to Pounds Sterling:
Average for the Year
End of Year
2005
$
7.3
17.5
2004
$
7.2
20.4
2003
$
6.4
20.4
1.821
1.719
1.834
1.919
1.638
1.786
Increase (Decrease)
Over Prior Year
2004
2005
-10%
2%
4%
-43%
-7%
16%
-22%
-9%
-
-1%
-
13%
11%
18%
184%
25%
2%
58%
32%
2%
7%
-
Increase (Decrease)
2005
2004
1%
-14%
-1%
-10%
13%
-
12%
7%
68
Income from Operations Variances—Increase (Decrease)
(in millions, after-tax)
Decrease in Income from Operations
Significant Changes in Income from Operations:
Effects of Equity Markets
Fee income from equity-linked assets
DAC/PVIF/DFEL
Other DAC/PVIF/DFEL adjustments
Unlocking from pension funding
Unlocking from the comprehensive DAC assumption review
Unlocking for equity and tax related revenue on unit-linked accounts
Reserve for selling practices - net of reinsurance recoveries
Maturity of in-force block of business
Foreign currency exchange rates
2005 to 2004
$
(0.1)
2004 to 2003
$
(0.1)
4.4
2.5
7.0
-
4.9
(13.1)
(2.8)
-
3.1
(5.7)
-
2.1
(4.9)
5.9
(4.1)
5.0
Note: Lincoln UK’s balance sheets and income statements are translated at the current spot exchange rate as of year-end
and average spot exchange rate for the year, respectively.
Comparison of 2005 to 2004
Revenues
During 2005, the exchange rate for the U.S. dollar relative to the British pound sterling decreased 1% compared to
2004. Excluding the effect of the exchange rate, insurance premiums were down approximately 9% for 2005, compared to
2004, resulting from the continuing decline of the in-force block. Our policy lapse rate for 2005 was 6.8% compared to 7.0%
in 2004, as measured by the number of policies in-force. Insurance fees benefited from higher average equity-linked account
values resulting largely from the increase in the U.K. equity markets. As illustrated by the performance of the FTSE 100
index, U.K. equity markets increased 16.7% at December 31, 2005 from December 31, 2004; the daily average basis FTSE
100 for 2005 was up 14.1% from 2004.
Other revenues decreased 43% in 2005 compared to 2004, primarily due to lower net DFEL unlocking adjustments in
2005 compared to 2004. Included in other revenues are net positive DFEL unlocking adjustments of approximately $10
million pre-tax ($6 million after-tax) for 2005 and $25 million pre-tax ($16 million after-tax) for 2004. These adjustments
resulted from our 2005 and 2004 comprehensive reviews of assumptions underlying the amortization of DAC/PVIF/DFEL
and the 2005 pension funding discussed below. The 2005 and 2004 comprehensive assumption reviews resulted in a
positive impact to income from operations of approximately $3 million pre-tax ($2 million after-tax) for both years. The
impact on DAC and PVIF of unlocking resulting from comprehensive assumption reviews and the pension funding is
included in expenses.
Expenses
Expenses were lower in 2005, compared to 2004, as increases in insurance benefits were offset by lower underwriting,
acquisition and operating expenses. Insurance benefits for 2005 included $11.0 million pre-tax ($7.2 million after-tax) to
increase the reserve for selling practice matters as a result of greater than expected levels of customer complaints. Insurance
benefits for 2004 include a release of $4.8 million pre-tax ($3.1 million after-tax) of reserves related to lapsed policies. See
Note 9 to our Consolidated Financial Statements for additional information on the reserve for selling practices.
In October 2005, Lincoln UK funded its non-U.S. defined benefit pension plan with a contribution of approximately
$71 million. As a result, we expect annual pre-tax pension expense will be reduced by approximately $2 million. This
reduction in expenses impacts future EGPs used in determining DAC/PVIF/DFEL amortization and resulted in a favorable
fourth quarter prospective unlocking adjustment of approximately $11 million pre-tax ($7 million after-tax). We expect it
should result in lower expenses after-DAC/DFEL going forward.
The decline in underwriting, acquisition and operating expenses in 2005, compared to 2004, primarily reflects the net
favorable change between years in DAC/PVIF unlocking of approximately $40 million pre-tax ($26 million after-tax)
resulting from the 2005 pension funding favorable unlocking and negative retrospective unlocking of assumptions for DAC
and PVIF that occurred in 2004 from increasing equity markets. The completion of the third quarter 2005 comprehensive
review of assumptions underlying the amortization of DAC/PVIF/DFEL is resulted in unfavorable adjustments to DAC/PVIF
amortization, primarily from an unfavorable modeling correction in the DAC amortization calculation process offset by
favorable persistency. In addition, in 2004 we adjusted our assumptions related to the impact of equity markets on tax related
69
fees for unit-linked business, primarily from changes in the assumption for policy retention, which favorably impacted
income from operations of approximately $8 million pre-tax ($5 million after-tax) in 2004. The impact of this unlocking on
DAC/PVIF/DFEL are included in the adjustments discussed above.
In 2004, our comprehensive review of assumptions underlying the amortization of DAC/PVIF/DFEL resulted in
positive unlocking reducing income by approximately $3 million pre-tax ($2 million after-tax). In addition, we adjusted our
assumptions related to the impact of equity markets on tax related fees for unit-linked business, primarily from changes in the
assumption for policy retention, which resulted in increased amortization expenses of approximately $8 million pre-tax
($5 million after-tax).
Lincoln UK maintains reserves established in 1997 and 1999 for mis-selling activities. On an ongoing basis, Lincoln
UK evaluates various assumptions underlying these estimated liabilities, including the expected levels of future complaints
and the potential implications with respect to the adequacy of the aggregate liability associated with UK selling practice
matters. Based upon our evaluation in 2005, we increased the reserve for selling practice matters by $11.0 million pre-tax
($7.2 million after-tax) as a result of greater than expected levels of customer complaints. During 2005, there continued to be
aggressive marketing by companies seeking to pursue claims on behalf of individual policyholders prior to the expiration of
time limits established in 2004 by the U.K. Financial Services Authority for making a complaint for mortgage endowments.
Offsetting the increase in reserves in 2004 were insurance reimbursements of costs incurred in connection with mis-selling
practices. The net effect of the increase in mis-selling reserves and the favorable settlements resulted in lower expenses in
2004 of $9.0 million pre-tax ($5.9 million after-tax). Future changes in complaint levels could effect Lincoln UK’s ultimate
exposure to mis-selling issues, although we believe that any future change would not materially effect our consolidated
financial position.
The services provided to the segment under the Capita agreement are currently deemed to be exempt from value added
tax (“VAT”). In a recent ruling by the European Court of Justice regarding a similar arrangement involving a Dutch insurer,
it was deemed that VAT should be applied to such an arrangement. The U.K. authorities are required to take note of this
ruling in determining U.K. legislation and in July 2005 issued a consultation paper outlining their intention to amend U.K.
legislation so that VAT applies to contracts, such as our arrangement with Capita. In December 2005, U.K. authorities
postponed their decision to implement legislation until after the European Commission has completed its review of the VAT
treatment of insurance and financial services. It is uncertain when this review will be completed and what the outcome will
be. Future changes in the application of VAT to Lincoln UK’s outsourcing arrangement with Capita could impact the
segment’s results, although we believe that any future change would not materially effect our consolidated financial position.
Comparison of 2004 to 2003
Revenues
During 2004, the exchange rate for the U.S. dollar relative to the British pound sterling increased 12%, compared to
2003. The increase in insurance premiums was primarily a result of the increase in the exchange rate. Excluding the effect of
the exchange rate, insurance premiums were down approximately 1%. Insurance fees also benefited from the exchange rate
increase and the higher average equity-linked account values resulting largely from the increase in the U.K. equity markets.
As illustrated by the performance of the FTSE 100 index, U.K. equity markets increased 7.5% in 2004 and 14% in 2003.
However, on a daily average basis, the FTSE 100 was up only 1% in 2004 over its opening position on January 1, 2004.
Policy lapse rates for 2004 were 7%, an improvement over the 7.5% rate for 2003 as measured by the number of policies in
force.
Other revenues increased $34.2 million, or 184%, over 2003, primarily due to the impact of equity markets and the
positive unlocking of DFEL included in other revenue. The performance of the equity markets in 2004 was below our long-
term growth assumption of 9% as well as being significantly lower than the performance of the equity markets in 2003. This
resulted in positive DFEL unlocking relative to 2003. In addition, the segment experienced positive DFEL unlocking as it
adjusted the assumptions related to the impact of equity markets on tax related fees for its unit-linked business. In the third
quarter of 2004, Lincoln UK completed its comprehensive review of assumptions underlying the amortization of
DAC/PVIF/DFEL. The review of assumptions led to a revision of lapse rate assumptions, resulting in negative unlocking of
DFEL. Because DFEL is a liability, changes in amortization generally have the opposite effect on income than does the
changes on DAC and PVIF.
70
Expenses
Expenses were higher in 2004 compared to 2003, due to the net negative unlocking of assumptions for DAC and PVIF
related to the same items as noted above for DFEL. The combined effects of the net unlocking activities for DAC/PVIF and
DFEL resulted in a reduction in income of $13.1 million pre-tax ($8.5 million after-tax). Insurance benefits increased $1.8
million, or 2%, in 2004 compared to 2003. Excluding the effects of the exchange rate, insurance benefits decreased
approximately $9 million, including the release of $4.8 million pre-tax ($3.1 million after-tax) of reserves related to lapsed
policies from the review of our policy valuation systems in the third quarter of 2004. During 2004, the net effect of the
increase in mis-selling reserves and the favorable insurance settlements resulted in lower expenses as discussed above.
Lincoln UK’s U.S. effective Federal income tax rate for 2004 was 35%, slightly higher than the 33.4% for 2003, primarily
due to a tax benefit in 2003 from a change in tax laws in the United Kingdom permitting a deduction for stock options
exercised after January 1, 2003. The tax benefit recognized in the fourth quarter of 2003 reflected a deduction for the fair
value of options that were outstanding as of January 1, 2003.
Outlook
Lincoln UK continues to focus on protecting and enhancing the value of its customer base as well as evaluating new
sources of revenue. We believe the segment has been successful in maintaining its existing customer base. Through the
outsourcing of its administrative services to Capita Life & Pensions Services Limited, a subsidiary of Capita Group Plc
(“Capita”), the segment has been able to maintain efficient operations and effectively control costs. Although the use of the
enhanced reversion to the mean process has lessened the impact of short-term volatility of the equity markets, the segment
remains subject to volatility in the equity markets on fee income. In addition, the segment is sensitive to changes in the
foreign currency exchange rate between the U.S. dollar and the British pound sterling. A significant increase in the value of
the U.S. dollar relative to the British pound would have a significant adverse effect on the segment’s operating results.
The services provided to the segment under the Capita agreement are currently deemed to be exempt from value added
tax (“VAT”), which is levied at the rate of 17.5%. The European Commission is currently reviewing the application of VAT
to insurance and financial services. The timing of this review and how it will impact our arrangement with Capita is
uncertain and not likely to be resolved in the near future.
For additional factors that could cause actual results to differ materially from those set forth in this outlook section, see
“Part I—Item 1—Risk Factors” and “Forward-looking Statements—Cautionary Language” above.
Other Operations
Operating Summary (in millions)
Income (Loss) from Operations by Source:
LFA
LFD
Financing costs
Other Corporate
Amortization of deferred gain on indemnity reinsurance
Income (Loss) from Operations
Comparison of 2005 to 2004
LFA
2005
2004
2003
Increase (Decrease)
2005
2004
$
$
(13.2)
(22.8)
(57.6)
46.1
49.2
1.7
$
(17.8)
(23.7)
(61.0)
(11.2)
56.5
(57.2)
$
$
(33.2)
(33.4)
(56.7)
(5.4)
47.0
(81.7)
26%
4%
6%
NM
-13%
NM
46%
29%
-8%
NM
20%
30%
$
LFA’s operating results improved by $4.6 million for 2005 compared to 2004, reflecting lower expenses from expense
management and realignment activities, partially offset by lower sales of our Life Insurance and Lincoln Retirement
segments’ products and non-proprietary products and services.
LFA’s net revenues were $220.8 million for 2005 compared to $237.7 million for 2004. Net revenues are revenues
received, primarily in compensation for the sale of a product or service, reduced by commissions owed to agents or brokers
responsible for the sale or provision of service. Proprietary first year life insurance premiums distributed through LFA
decreased 13% in 2005 compared to 2004. Lower deposits for proprietary individual annuity products of $153.5 million, a
decline of 15%, for 2005 compared to 2004, also contributed to the decline in net revenues. Deposits into Delaware’s mutual
funds through LFA were $231.3 million for 2005, compared to $218.0 million for 2004. Because of increased levels of
deposits into non-commissionable mutual funds in 2005, LFA net revenues associated with Delaware mutual fund deposits
for 2005 were level with 2004.
71
LFA implemented a restructuring plan in the second quarter of 2005 to realign field management and financial
planning support areas, which we expect to result in reduced operating expenses. See Note 14 to the Consolidated Financial
Statements for additional discussion.
LFD
LFD operating results improved modestly for 2005 compared to 2004, reflecting higher sales, partially offset by the
continuing expansion of the wholesaling force. LFD’s revenues represent wholesaling allowances paid by our operating
segments to LFD for wholesaling our products. Sales growth was primarily a result of strong deposits in investment products
and individual variable annuities for 2005, and higher retail life insurance first year premiums in 2005. Deposits into mutual
funds, managed accounts and 401(k) products for which LFD provided wholesaling services were $10.1 billion in 2005, a
39% increase over last year. Deposits into variable annuities were $7.4 billion for 2005, a 24% increase over last year.
Deposits in the American Legacy Variable Annuity product were the key contributor to the variable annuity deposit growth
in 2005. First year premiums of retail life insurance products through LFD were $684.6 million for 2005, a 9% increase from
2004.
Financing Costs
Interest expense on our debt for 2005 declined 6% compared to 2004 due to the maturity in May 2005 of 7.25% senior
notes for $193 million, partially offset by increased rates on floating rate debt and higher commercial paper borrowings. The
favorable effects of the 2004 refinancing of certain fixed rate debt at lower rates also contributed to the improvement. For
additional information on our financing activities, see “Review of Consolidated Financial Condition—Liquidity and Cash
Flow—Sources of Liquidity and Cash Flow—Financing Activities.”
Amortization of Deferred Gain on Indemnity Reinsurance
Income from the amortization of the deferred gain was 13% lower for 2005 compared to 2004, resulting from a positive
third quarter 2004 adjustment to the deferred gain on the reinsurance business sold in 2001.
Other Corporate
Other Corporate had income from operations of $46.1 million for 2005 compared to an operating loss of $11.2 million
for 2004. Included in operating income for 2005 and 2004 are reductions of $46.8 million and $4.4 million, respectively, in
Federal income tax expense related to the release of a deferred tax valuation allowance in our Barbados reinsurance company.
See Note 5 to the Consolidated Financial Statements for additional discussion.
Comparison of 2004 to 2003
LFA
LFA’s operating results improved by $15.4 million for 2004, compared to 2003, due to expense management resulting
from realignment activities initiated in 2003 and revenue growth as a result of an increase in deposits in certain lines, with
increases in 2004 for proprietary individual annuity deposits of 66% and proprietary mutual funds of 60%. Proprietary first
year life insurance premiums through LFA decreased 6% in 2004, driven by a 12% decrease in universal life, whole life and
term life insurance products, partially offset by a 32% increase in variable life insurance products. Deposits into Delaware’s
mutual funds through LFA were $218.0 million in 2004, an increase of 59% compared to 2003. Deposits into Delaware
mutual funds through LFA represent approximately 11% of LFA’s total mutual fund deposits in 2004, approximately a 3%
increase over 2003. LFA’s overall net revenue increased 7% in 2004.
LFD
LFD’s operating results for 2004 improved by $9.7 million, compared to 2003, primarily as a result of strong deposits
in variable annuity and investment products and increased first year premium in retail life insurance. Deposits into variable
annuities were $6.0 billion, an increase of 105% over 2003. Deposits in both the Lincoln ChoicePlusSM and the American
Legacy Variable Annuity products were key contributors to the variable annuity deposit growth in 2004. Deposits into mutual
funds, managed accounts and 401(k) products distributed by LFD were $7.3 billion in 2004, an increase of 70% over 2003.
72
First year premiums of retail life insurance products through LFD were $630.0 million, an increase of 7% over 2003.
First year premium of COLI life insurance products were $74 million in 2004, down 41% from 2003. Improvements in both
the number and quality of wholesalers, as well as favorable market conditions, contributed to the decrease in operating losses.
Higher expenses, primarily associated with the continuing expansion of the wholesaling force, partially offset the favorable
results from improved deposits and first year premiums.
Financing Costs
In 2004, interest expense on our debt increased as a result of the February 2004 issuance of $200 million of 4.75%
Notes due 2014, partially offset by lower interest rates and other changes made to our outstanding debt during 2004 and
2003, as described in “Review of Consolidated Financial Condition—Liquidity and Cash Flow—Sources of Liquidity and
Cash Flow—Financial Derivatives.”
Amortization of Deferred Gain on Indemnity Reinsurance
Income from the amortization of the deferred gain includes an increase of $9.1 million resulting from an adjustment to
the deferred gain in the third quarter of 2004 on the reinsurance business sold in 2001.
Other Corporate
The operating loss in Other Corporate increased $5.8 million, due to higher costs associated with our realignment
activities, expenses associated with litigation and other expenses. Partially offsetting these increased expenses was a $4.4
million reduction in a deferred tax valuation allowance in our Barbados insurance company.
Outlook
During 2005, LFA changed its compensation structure for its planners. In 2005, the number of new planners recruited
to LFA was lower than in prior years, which is partially a result of LFA focusing more on recruiting experienced planners,
while the number of planners leaving LFA during 2005 remained at a level that was consistent with prior years. The net
effect was a decline of approximately 17% in total LFA planners, which contributed to lower sales for 2005 compared to
2004. If LFA is unable to stabilize the level of planners going forward, our ability to grow sales could be reduced, and our
ability to retain existing in-force business could also be adversely affected. During 2005, LFA was effective in changing its
operating model thereby reducing its operating expenses to counter the reduction in revenues. We expect that LFA will
continue the operating efficiencies it has achieved during the last year.
In 2006, we expect LFD to continue to focus on strengthening its strategic alliances and increasing the number and
effectiveness of wholesalers across all distribution channels. The pace of wholesaler expansion has a direct impact on the
results of LFD, as new wholesalers generally do not reach efficient productivity until one to two years in the position.
For additional factors that could cause actual results to differ materially from those set forth in this outlook section, see
“Part I—Item 1—Risk Factors” and “Forward-looking Statements—Cautionary Language” above.
73
The following table presents consolidated invested assets, net investment income and investment yield.
CONSOLIDATED INVESTMENTS
(in billions)
Total Consolidated Investments (at Fair Value)
Average Invested Assets at Amortized Cost (1)
Adjusted Net Investment Income (2)
Investment Yield (ratio of net investment income to
average invested assets)
(in millions)
Items Included in Net Investment Income:
Limited partnership investment income
Prepayment and makewhole premiums
Contingent interest
Standby real estate equity commitments(3)
$
$
2005
2004
2003
$
43.2
43.9
2.7
$
44.5
43.2
2.7
42.8
41.0
2.6
Increase/(Decrease)
2005
2004
-3%
2%
0%
4%
5%
4%
6.17%
6.27%
6.45%
(10) bp
(18) bp
2005
2004
2003
$
$
47.9
33.2
-
26.0
37.2
77.0
21.9
-
10.0
25.9
-
-
29%
-57%
-100%
NM
272%
197%
NM
NM
(1) Based on the average of invested asset balances at the beginning and ending of each month within the year.
(2)
(3) Represents income earned during the second quarter of 2005 that was in excess of typical income amounts.
Includes tax-exempt income on a tax equivalent basis.
Investment Objective: Invested assets are an integral part of our operations. We follow a balanced approach of
investment for both current income and prudent risk management, with an emphasis on generating sufficient current income
to meet our obligations. This approach requires the evaluation of risk and expected return of each asset class utilized, while
still meeting our income objectives. This approach is important to our asset-liability management, since decisions can be
made based upon both the economic and current investment income considerations affecting assets and liabilities.
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. The dominant investments held are fixed maturity securities available-for-sale,
which represent approximately 77% of the investment portfolio. Trading securities, which are primarily fixed maturity
securities, represent approximately 7.5 % of the investment portfolio.
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.
The total investment portfolio decreased $1.3 billion in 2005 and increased $1.7 billion in 2004, compared to the
immediately preceding year. The decrease in 2005 resulted from a decline in the fair value of securities available-for-sale
and trading securities, partially offset by purchases of investments as a result of cash flow generated by the business segment.
The increase in 2004 was due to increases in fair value of securities available-for-sale and purchases of investments from the
positive net flows generated by our businesses.
74
The quality of our available-for-sale fixed maturity securities portfolio, as measured at fair value and by the percentage
of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity
security portfolio, as of December 31, 2005 and 2004 was as follows:
(in millions)
NAIC Designation
1
2
3
4
5
6
Rating Agency Equivalent
Designation
AAA / AA / A
BBB
BB
B
CCC and lower
In or near default
$
Amortized
Cost
19,695.5
10,237.2
1,492.4
746.5
166.4
46.0
32,384.0
$
2005
Estimated Fair
Value
$
20,361.4
10,577.6
1,504.9
760.2
161.7
77.4
33,443.2
% of Total
60.9%
31.6%
4.5%
2.3%
0.5%
0.2%
100.0%
$
Amortized
Cost
20,283.2
10,502.9
1,350.1
476.0
117.1
86.1
32,815.4
$
2004
Estimated Fair
Value
$
21,354.4
11,196.2
1,403.0
503.0
121.1
122.9
34,700.6
% of Total
61.5%
32.3%
4.0%
1.4%
0.4%
0.4%
100.0%
$
$
The NAIC assigns securities quality ratings and uniform valuations called “NAIC Designations,” which are used by
insurers when preparing their annual statements. The NAIC assigns designations to publicly traded as well as privately placed
securities. The designations assigned by the NAIC range from class 1 to class 6, with designations in classes 1 and 2
generally considered investment grade.
Fixed maturity securities available-for-sale invested in below investment grade securities (NAIC designations 3 thru 6)
were $2.5 billion, or 7.5%, and $2.2 billion, or 6.2%, of all fixed maturity securities available-for-sale, as of December 31,
2005 and 2004, respectively. This represents 5.8% and 4.8% of the total investment portfolio at December 31, 2005 and
2004, respectively. On an amortized cost basis, below investment grade securities represented 7.6% and 6.2% of fixed
maturity securities at December 31, 2005 and 2004, respectively.
Exposure to below investment grade securities in our investment portfolio increased throughout 2005. During 2005,
the market experienced an increase in investment grade securities that have been downgraded to below investment grade
(“fallen angels”). In 2005, the portion of our investment portfolio in below investment grade securities increased 1%,
primarily due to fallen angels. Exposure to issuers with acquisitions or mergers during 2005 as well as automobile and
airline related downgrades made up a majority of the increase in below investment grade securities.
Fixed Maturity and Equity Securities Portfolios: Fixed maturity securities and equity securities consist of portfolios
classified as available-for-sale and trading. Mortgage-backed and private securities are included in both available-for-sale and
trading portfolios.
Available-for-Sale: Securities that are classified as available-for-sale are carried at fair value in our Consolidated
Balance Sheets and make up 91% of our investments in fixed maturity and equity securities. Because the general intent of the
“available-for-sale” accounting rules is to reflect shareholders’ equity as if unrealized gains and losses were actually
recognized, it is necessary that we 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 the balances of DAC,
policyholder commitments and deferred income taxes. Adjustments to each of these balances are charged or credited to
accumulated other comprehensive income. For instance, DAC is adjusted upon the recognition of unrealized gains or losses
since the amortization of DAC is based upon an assumed emergence of gross profits on certain insurance business. In a
similar manner, adjustments to the balances of policyholder reserves or commitments are made because we either have a
contractual obligation or have a consistent historical practice of making allocations of investment gains or losses to certain
policyholders. Deferred income tax balances are also adjusted, since unrealized gains or losses do not affect actual taxes
currently paid. See Note 4 to the Consolidated Financial Statements for additional information on the gross unrealized gains
and losses as of December 31, 2005 and 2004.
The fair value for all private securities was $4,270 million and $4,832 million at December 31, 2005 and 2004,
respectively, representing 9.9% and 10.9% of total invested assets, respectively.
Trading Securities: During 2003, we reclassified fixed maturity and equity securities in designated portfolios that
support modified coinsurance agreements (“Modco”) and coinsurance with funds withheld (“CFW”) reinsurance agreements
from available-for-sale to trading. This was done in connection with the implementation of DIG B36, an accounting
pronouncement which became effective during 2003. DIG B36 requires the recording of an embedded derivative for these
types of arrangements. Investment results for these portfolios, including gains and losses from sales, are passed directly to the
reinsurers through the contractual terms of the reinsurance arrangements. Trading securities are carried at fair value and
changes in fair value are recorded in net income as they occur. Offsetting these amounts are corresponding changes in the fair
value of the embedded derivative liability associated with the underlying reinsurance arrangement. See Notes 1 and 2 to the
Consolidated Financial Statements for more information regarding our accounting for Modco.
75
Mortgage-Backed Securities: Our fixed maturity securities include mortgage-backed securities. The mortgage-backed
securities included in our investment portfolio are subject to risks associated with variable prepayments. This may result in
differences between the actual cash flow and maturity of these securities than that expected at the time of purchase. Securities
that have an amortized cost greater than par and are backed by mortgages that prepay faster than expected will incur a
reduction in yield or a loss. Those securities with an amortized cost lower than par that prepay faster than expected will
generate an increase in yield or a gain. In addition, we may incur reinvestment risks if market yields are lower than the book
yields earned on the securities. Prepayments occurring slower than expected have the opposite impact. We may incur
disinvestment risks if market yields are higher than the book yields earned on the securities and we are forced to sell the
securities. The degree to which a security is susceptible to either gains or losses is influenced by 1) the difference between its
amortized cost and par, 2) the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing
interest rate environment and 3) the repayment priority of the securities in the overall securitization structure.
We limit the extent of our risk on mortgage-backed securities by prudently limiting exposure to the asset class, by
generally avoiding the purchase of securities with a cost that significantly exceeds par, by purchasing securities backed by
stable collateral, and by concentrating on securities with enhanced priority in their trust structure. Such securities with
reduced risk typically have a lower yield (but higher liquidity) than higher-risk mortgage-backed securities. At selected times,
we may purchase higher-risk securities if they do not compromise the safety of the general portfolio. At December 31, 2005,
we did not have a significant amount of higher-risk mortgage-backed securities. There are negligible default risks in the
mortgage-backed securities portfolio as a whole as the vast majority of the assets are either guaranteed by U.S. government-
sponsored enterprises or are supported in the securitization structure by junior securities enabling the assets to achieve high
investment grade status. See Note 4 to the Consolidated Financial Statements for additional detail about the underlying
collateral.
Mortgage Loans on Real Estate and Real Estate:
The following summarizes key information on mortgage loans:
(in millions)
Total Portfolio (net of reserves)
Percentage of total investment portfolio
Percentage of investment by property type
Commercial office buildings
Retail stores
Industrial buildings
Apartments
Hotels/motels
Other
Impaired mortgage loans
Impaired mortgage loans as a percentage of total mortgage loans
Restructured loans in good standing
Reserve for mortgage loans
2005
3,662.6
$
8.5%
2004
3,856.9
$
8.7%
40.9%
19.2%
18.9%
11.5%
6.4%
3.1%
$
65.7
1.8%
45.2
9.2
$
$
39.2%
20.2%
17.9%
11.6%
7.1%
4.0%
$
$
$
84.0
2.2%
69.5
15.5
In addition to the dispersion by property type, the mortgage loan portfolio is geographically diversified throughout the
United States. However, mortgage loans on real estate in California and Texas accounted for approximately 27% of the total
carrying value of mortgage loans at December 31, 2005. Our exposure in the mortgage loan portfolio to Hurricanes Rita and
Katrina was very limited as the total exposure in the portfolio to commercial loans secured by properties in the states of
Louisiana and Mississippi was $12.3 million at December 31, 2005. We had no commercial mortgage loans secured by
properties in the state of Alabama at December 31, 2005. All affected properties are insured for damages, including flood,
and carry business interruption insurance.
All mortgage loans that are impaired have an established allowance for credit loss. Changing economic conditions
impact our valuation of mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis
that we perform for monitored loans and may contribute to changes in the allowance for credit losses. In addition, we
continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of current emphasis are the hotel,
retail, office and industrial properties that have deteriorating credits or have experienced debt coverage reduction. Where
warranted, we have established or increased loss reserves based upon this analysis. Impaired mortgage loans were 1.8% and
2.2% of total mortgage loans as December 31, 2005 and 2004, respectively. As of December 31, 2005 and 2004, all
commercial mortgage loans were current as to principal and interest payments. See Note 4 to the Consolidated Financial
Statements for additional detail regarding impaired mortgage loans.
76
Limited Partnership Investments: As of December 31, 2005 and 2004, we had $312.3 million and $270.6 million,
respectively, of limited partnership investments included in consolidated investments. These include investments in
approximately 54 different partnerships that allow us to gain exposure to a broadly diversified portfolio of asset classes such
as venture capital, hedge funds, and oil and gas. The partnerships do not represent off-balance sheet financing and generally
involve several third-party partners. Select 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 pose no threat to our liquidity. The capital
calls are included on the table of contingent commitments in “Liquidity and Capital Resources – Contingencies and Off-
Balance Sheet Arrangements.” Limited partnership investments are accounted for using the equity method of accounting and
the majority of these investments are included in other investments in the Consolidated Balance Sheets.
Net Investment Income: Net investment income decreased in 2005 compared to 2004. Excluding contingent interest,
commercial mortgage loan prepayment and bond makewhole premiums and fees received from the standby real estate equity
commitments financing program, the favorable effect of asset growth from net flows was more than offset by declining
portfolio yields. The decline in yields was due to lower interest rates on new securities purchased to replace matured
securities and new securities purchased from net product deposits into the portfolio. Net investment income increased slightly
in 2004 when compared to 2003. The favorable effects of asset growth from net flows, partnership income and prepayment
and makewhole premiums were substantially offset by a declining portfolio yield, due to lower interest rates on new
securities purchased as assets matured and net product sales flowed into the portfolio.
The following discussion addresses our invested assets excluding trading account securities. As discussed above,
investment results attributable to the trading securities are passed to the reinsurers under the terms of the reinsurance
arrangements.
Realized Gains and Losses on Investments and Derivative Instruments: We had net pre-tax realized losses on
investments and derivatives of $22.1 million, $57.2 million and $19.2 million in 2005, 2004 and 2003, respectively. Prior to
the amortization of DAC, provision for policyholder commitments and investment expenses, pre-tax realized gains (losses)
were $37.9 million, $1.8 million and ($7.4 million) in 2005, 2004 and 2003, respectively.
The gross realized gains on fixed maturity and equity securities were $122.9 million, $136.1 million and $364.5
million, in 2005, 2004 and 2003, respectively. Gross realized losses on fixed maturity and equity securities were $93.2
million, $123.3 million and $396.8 million, respectively. Included in losses for fixed maturities and equity securities are
write-downs for impairments of $20.1 million, $67.9 million and $252.8 million in 2005, 2004 and 2003, respectively.
The impairment losses in 2005 were primarily attributable to airline securities. Overcapacity in the market, labor issues
and high fuel costs plagued the legacy domestic airlines throughout 2004 and 2005. In 2004, while losses from sales and
impairments occurred in a number of sectors, approximately 36.4 % of gross realized losses were attributable to the airline
sector. As a result of the continued deterioration in the sector, these securities were written down. In 2004, some of the
previously impaired securities were later sold for a gain.
We consider economic factors and circumstances within countries and industries where recent write-downs have
occurred in our assessment of the status of securities we own of similarly situated issuers. While it is possible for realized or
unrealized losses on a particular investment to affect other investments, our risk management has been designed to identify
correlation risks and other risks inherent in managing an investment portfolio. Once identified, strategies and procedures are
developed to effectively monitor and manage these risks. The areas of risk correlation that we pay particular attention to are
risks that may be correlated within specific financial and business markets, risks within specific industries and risks
associated with related parties.
77
Unrealized Gains and Losses—Available-for-Sale Securities: When considering unrealized gain and loss
information, it is important to realize that the information relates to the status of securities at a particular point in time, and
may not be indicative of the status of our investment portfolios subsequent to the balance sheet date. Further, since 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 impact of unrealized loss securities on our future earnings. At December 31, 2005 and 2004,
gross unrealized gains on securities available-for-sale were $1,379.9 million and $2,035.8 million, respectively, and gross
unrealized losses on securities available-for-sale were $312.9 million and $135.3 million, respectively. At December 31,
2005, gross unrealized gains and losses on fixed maturity securities available-for-sale were $1,371.4 million and $312.2
million, respectively, and gross unrealized gains and losses on equity securities available-for-sale were $8.5 million and $0.7
million, respectively. At December 31, 2004, gross unrealized gains and losses on fixed maturity securities available-for-sale
were $2,020.0 million and $134.8 million, respectively, and gross unrealized gains and losses on equity securities available-
for-sale were $15.8 million and $0.5 million, respectively. Changes in unrealized gains and losses can be attributed to
changes in interest rates and credit spreads, which have created temporary price fluctuations.
Where detailed analysis by our credit analysts and investment portfolio managers leads to the conclusion that a
security’s decline in fair value is other than temporary, the security is written down to fair value. In instances where declines
are considered temporary, the security will continue to be carefully monitored. See “Critical Accounting Policies—
Investments—Write-downs for Other-Than Temporary Impairments and Allowance for Losses” for additional information.
For publicly-traded and private securities that we held at December 31, 2005 and 2004 that were subject to enhanced
analysis and monitoring for potential changes in unrealized loss status, the fair value, amortized cost, unrealized loss and total
time period that the security has been in an unrealized loss position are presented in the table below.
(in millions)
2005
(cid:148) 90 days
> 90 days but (cid:148) 180 days
> 180 days but (cid:148) 270 days
> 270 days but (cid:148) 1 year
> 1 year
Total
(in millions)
2004
(cid:148) 90 days
> 90 days but (cid:148) 180 days
> 180 days but (cid:148) 270 days
> 270 days but (cid:148) 1 year
> 1 year
Total
Fair
Value
% Fair
Value
Amortized % Amortized
Cost
Cost
Unrealized
Loss
% Unrealized
Loss
$
$
0.6
8.2
0.4
-
30.1
39.3
1.5%
20.9%
1.0%
0.0%
76.6%
100.0%
0.6
8.2
0.5
-
34.6
43.9
1.4%
18.7%
1.1%
0.0%
78.8%
100.0%
$
-
-
(0.1)
-
(4.5)
(4.6)
$
0.0%
0.0%
2.2%
0.0%
97.8%
100.0%
$
$
Fair
Value
% Fair
Value
Amortized % Amortized
Cost
Cost
Unrealized
Loss
% Unrealized
Loss
1.6
$
-
3.6
2.9
109.1
117.2
$
1.4%
0.0%
3.1%
2.5%
93.0%
100.0%
1.6
$
-
3.6
3.3
125.1
133.6
$
1.2%
0.0%
2.7%
2.5%
93.6%
100.0%
-
$
-
-
(0.4)
(16.0)
(16.4)
$
0.0%
0.0%
0.0%
2.4%
97.6%
100.0%
78
For total publicly traded and private securities that we held at December 31, 2005 and 2004 that were in unrealized
loss status, the fair value, amortized cost, unrealized loss and total time period that the security has been in an unrealized loss
position are presented in the table below.
Fair
Value
% Unrealized
Loss
% Amortized
Cost
Unrealized
Loss
Amortized
Cost
% Fair
Value
(in millions)
2005
(cid:148) 90 days
> 90 days but < 180 days
> 180 days but < 270 days
> 270 days but < 1 year
> 1 year
Total
(in millions)
2004
(cid:148) 90 days
> 90 days but < 180 days
> 180 days but < 270 days
> 270 days but < 1 year
> 1 year
Total
$
$
$
$
$
$
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized
Loss
% Unrealized
Loss
$
$
$
27.3%
47.1%
3.4%
7.2%
15.0%
100.0%
44.3%
6.6%
21.5%
3.9%
23.7%
100.0%
3,061.7
5,339.2
387.9
836.1
1,787.1
11,412.0
2,331.3
351.2
1,151.6
211.0
1,317.3
5,362.4
26.8%
46.8%
3.4%
7.3%
15.7%
100.0%
43.5%
6.5%
21.5%
3.9%
24.6%
100.0%
(33.3)
(106.7)
(10.4)
(34.0)
(128.5)
(312.9)
(16.4)
(6.7)
(28.7)
(5.0)
(78.5)
(135.3)
10.6%
34.1%
3.3%
10.9%
41.1%
100.0%
12.1%
5.0%
21.2%
3.7%
58.0%
100.0%
3,028.4
5,232.5
377.5
802.1
1,658.6
11,099.1
2,314.9
344.5
1,122.9
206.0
1,238.8
5,227.1
$
$
$
We have no concentrations of issuers or guarantors of fixed maturity and equity securities. The composition by
industry categories of securities subject to enhanced analysis and monitoring for potential changes in unrealized loss status,
that we held at December 31, 2005 and 2004 is presented in the table below.
(in millions)
2005
Airlines
Asset-backed securities ("ABS")
Consumer cyclical services
Commercial mortgage backed
securities ("CMBS")
Non-captive consumer
Total
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized % Unrealized
Loss
Loss
$
28.3
9.9
0.4
0.2
0.5
39.3
$
72.0%
25.2%
1.0%
0.5%
1.3%
100.0%
$
31.4
11.2
0.5
0.3
0.5
43.9
$
71.6%
25.5%
1.1%
0.7%
1.1%
100.0%
$
(3.1)
(1.3)
(0.1)
(0.1)
-
(4.6)
$
67.4%
28.2%
2.2%
2.2%
0.0%
100.0%
(in millions)
2004
Airlines
Chemicals
ABS
Media-Cable
CMBS
Total
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized % Unrealized
Loss
Loss
$
$
$
66.4
27.0
21.0
17.6
1.6
133.6
49.7%
20.2%
15.7%
13.2%
1.2%
100.0%
(7.9)
(4.4)
(2.2)
(1.9)
-
(16.4)
48.2%
26.8%
13.4%
11.6%
0.0%
100.0%
$
$
$
58.5
22.6
18.8
15.7
1.6
117.2
49.9%
19.3%
16.0%
13.4%
1.4%
100.0%
79
The composition by industry categories of all securities in unrealized loss status, which we held at December 31, 2005
and 2004 are presented in the table below.
(in millions)
2005
Automotive
Collateralized mortgage
obligations ("CMO")
Banking
CMBS
Media Non-cable
Paper
Electric
ABS
Chemicals
Retailers
Food and Beverage
Property & Casualty
insurers ("P&C")
Wirelines
Airlines
Gaming
Metals and Mining
Sovereigns
Media Cable
Real Estate Investment Trusts
("REITS")
Federal Home Loan Mtg Corp.
Consumer Products
Distributors
Conventional 30yr
Pipelines
Building Materials
Technology
Entertainment
Transportation Services
Industrial Other
Non Captive Diversified
Home Construction
Diversified Manufacturing
Brokerage
Foreign Local Governments
Mortgage
Supermarkets
Federal National Mtg Assc
Textile
Integrated
Municipal
Packaging
Financial Other
Captive
Non Captive Consumer
Consumer Cyclical Services
Tobacco
Oil Field Services
Industries with U/R Losses < $1MM
Total
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized
Loss
% Unrealized
Loss
14.3%
11.2%
7.7%
6.7%
5.4%
5.1%
5.0%
4.4%
2.9%
2.8%
1.8%
1.7%
1.6%
1.6%
1.4%
1.4%
1.2%
1.1%
1.1%
1.1%
1.0%
0.9%
0.9%
0.9%
0.9%
0.9%
0.8%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.6%
0.6%
0.6%
0.6%
0.6%
0.6%
0.5%
0.5%
0.5%
0.5%
0.4%
0.4%
0.4%
0.4%
2.4%
100.0%
$
176.8
1.6%
$
221.6
1.9%
$
(44.8)
16.3%
8.9%
8.9%
1.9%
2.1%
5.9%
7.4%
1.4%
1.7%
2.1%
3.4%
2.1%
0.8%
1.0%
2.3%
1.7%
0.5%
1.5%
1.8%
0.7%
1.4%
1.7%
1.1%
1.1%
1.1%
1.5%
1.0%
1.3%
1.0%
0.7%
0.7%
0.7%
0.2%
0.7%
0.5%
1.0%
0.3%
0.7%
0.7%
0.3%
1.0%
0.0%
1.0%
0.6%
0.2%
0.9%
4.3%
100.0%
(34.9)
(24.0)
(21.0)
(16.9)
(16.0)
(15.5)
(13.6)
(9.1)
(8.7)
(5.6)
(5.3)
(5.1)
(4.9)
(4.5)
(4.4)
(3.8)
(3.6)
(3.6)
(3.4)
(3.1)
(2.9)
(2.9)
(2.9)
(2.9)
(2.7)
(2.6)
(2.5)
(2.5)
(2.5)
(2.4)
(2.1)
(2.1)
(1.9)
(1.9)
(1.9)
(1.8)
(1.8)
(1.8)
(1.7)
(1.7)
(1.7)
(1.4)
(1.4)
(1.4)
(1.4)
(1.2)
(7.1)
(312.9)
$
1,826.1
990.1
996.6
199.5
224.9
658.5
826.2
147.0
186.7
236.6
382.3
236.9
84.7
109.4
255.9
195.4
58.0
170.9
200.9
77.6
151.4
191.5
119.2
117.9
125.0
166.6
112.0
142.5
116.2
73.3
79.2
78.1
15.3
74.1
53.7
115.2
34.9
75.9
82.4
36.6
116.3
3.3
118.1
68.6
21.9
105.5
463.4
11,099.1
$
16.5%
8.9%
9.0%
1.8%
2.0%
5.9%
7.5%
1.3%
1.7%
2.1%
3.5%
2.1%
0.8%
1.0%
2.3%
1.8%
0.5%
1.5%
1.8%
0.7%
1.4%
1.7%
1.1%
1.1%
1.1%
1.5%
1.0%
1.3%
1.0%
0.7%
0.7%
0.7%
0.1%
0.7%
0.5%
1.0%
0.3%
0.7%
0.7%
0.3%
1.0%
0.0%
1.1%
0.6%
0.2%
1.0%
4.2%
100.0%
1,861.0
1,014.1
1,017.6
216.4
240.9
674.0
839.8
156.1
195.4
242.2
387.6
242.0
89.6
113.9
260.3
199.2
61.6
174.5
204.3
80.7
154.3
194.4
122.1
120.8
127.7
169.2
114.5
145.0
118.7
75.7
81.3
80.2
17.2
76.0
55.6
117.0
36.7
77.7
84.1
38.3
118.0
4.7
119.5
70.0
23.3
106.7
470.5
11,412.0
$
80
Unrealized Loss on All Below-Investment-Grade Available-for-Sale Fixed Maturity Securities: Gross unrealized
losses on all available-for-sale below-investment-grade securities were $92.0 million at December 31, 2005, representing
29.4% of total gross unrealized losses on all available-for-sale securities. Generally, below-investment-grade fixed maturity
securities are more likely than investment-grade securities to develop credit concerns. The remaining $220.9 million or
70.6% of the gross unrealized losses relate to investment grade available-for-sale securities. The ratios of market value to
amortized cost reflected in the table below are not necessarily indicative of the market value to amortized cost relationships
for the securities throughout the entire time that the securities have been in an unrealized loss position nor are they
necessarily indicative of these ratios subsequent to December 31, 2005.
(in millions)
2004
Banking
Automotive
Airlines
ABS
CMBS
CMO
Electric Power
Entertainment
Chemicals
Retailers
Media-Non-cable
Food and Beverage
Technology
Consumer Products
Industrial-Other
P&C
Media-Cable
Foreign Local Governments
Captive
Government
Municipal
Wirelines
Transportation Services
Pipelines
Industries with U/R Losses
< $1MM
Total
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized
Loss
% Unrealized
Loss
$
599.5
139.3
98.0
393.6
327.9
519.9
388.1
183.5
48.0
102.1
76.2
157.6
127.3
78.9
28.4
158.7
20.7
76.3
18.1
36.5
80.2
124.0
46.3
88.1
11.5%
2.7%
1.9%
7.5%
6.3%
9.9%
7.4%
3.5%
0.9%
2.0%
1.5%
3.0%
2.4%
1.5%
0.5%
3.0%
0.4%
1.5%
0.3%
0.7%
1.5%
2.4%
0.9%
1.7%
$
613.5
152.9
109.2
404.1
338.1
528.2
394.3
188.9
53.4
107.1
80.4
161.8
130.2
81.7
30.9
161.1
22.8
78.3
19.9
38.2
81.8
125.5
47.7
89.4
$
11.4%
2.9%
2.0%
7.5%
6.3%
9.9%
7.4%
3.5%
1.0%
2.0%
1.5%
3.0%
2.4%
1.5%
0.6%
3.0%
0.4%
1.5%
0.4%
0.7%
1.5%
2.3%
0.9%
1.7%
(14.0)
(13.5)
(11.2)
(10.5)
(10.2)
(8.3)
(6.2)
(5.4)
(5.4)
(4.9)
(4.2)
(4.1)
(2.9)
(2.8)
(2.5)
(2.4)
(2.1)
(1.9)
(1.8)
(1.8)
(1.5)
(1.5)
(1.4)
(1.3)
10.4%
10.0%
8.3%
7.8%
7.5%
6.1%
4.6%
4.0%
4.0%
3.6%
3.1%
3.1%
2.1%
2.1%
1.8%
1.8%
1.6%
1.4%
1.3%
1.3%
1.1%
1.1%
1.0%
0.9%
1,309.8
5,227.1
$
25.1%
100.0%
1,323.4
5,362.4
$
24.7%
100.0%
$
(13.6)
(135.3)
10.0%
100.0%
81
For fixed maturity securities that we held at December 31, 2005 and 2004 that are below investment grade and in an
unrealized loss position, the fair value, amortized cost, unrealized loss and the ratios of market value to amortized cost are
presented in the table below.
Ratio of Amortized Cost
to Fair Value
Fair Value
Amortized Cost Unrealized Loss
$
$
>1 year Total
Total Below-Investment-Grade
$
$
Ratio of Amortized Cost
to Fair Value
Fair Value
Amortized Cost
Unrealized Loss
$
$
Aging Category (in millions)
2005
<=90 days
<=90 days Total
>90 days but <=180 days
>90 days but <=180 days Total
>180 days but <=270 days
>180 days but <=270 days Total
>270 days but <=1 year
>270 days but <=1 year Total
>1 year
Aging Category (in millions)
2004
<=90 days
<=90 days Total
>90 days but <=180 days
>90 days but <=180 days Total
>180 days but <=270 days
>180 days but <=270 days Total
>270 days but <=1 year
>270 days but <=1 year Total
>1 year
>1 year Total
Total Below-Investment-Grade
219.4
4.7
-
224.1
98.6
3.3
-
101.9
50.2
-
-
50.2
149.9
-
-
149.9
349.1
25.6
15.5
390.2
916.3
69.2
1.0
-
70.2
45.7
-
-
45.7
91.4
-
-
91.4
8.8
-
-
8.8
279.9
-
0.3
280.2
496.3
$
$
(5.2)
(1.4)
-
(6.6)
(5.1)
(1.0)
-
(6.1)
(1.6)
-
-
(1.6)
(13.4)
-
-
(13.4)
(41.6)
(11.0)
(11.7)
(64.3)
(92.0)
(0.6)
(0.6)
-
(1.2)
(1.2)
-
-
(1.2)
(4.2)
-
-
(4.2)
(0.6)
-
-
(0.6)
(28.6)
-
(0.3)
(28.9)
(36.1)
$
$
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
214.2
3.3
-
217.5
93.5
2.3
-
95.8
48.6
-
-
48.6
136.5
-
-
136.5
307.5
14.6
3.8
325.9
824.3
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
70% to 100%
40% to 70%
Below 40%
$
68.6
0.4
-
69.0
44.5
-
-
44.5
87.2
-
-
87.2
8.2
-
-
8.2
251.3
-
-
251.3
460.2
$
82
At December 31, 2005 and 2004, less than 0.5% and 5.8%, respectively, of the publicly traded and private securities
held that were subject to enhanced analysis and monitoring for potential changes in unrealized loss status were rated as
investment grade. At December 31, 2005, the range of maturity dates for these securities varies, with 36.9% of these
securities maturing between 5 and 10 years, 47.7% maturing in greater than 10 years and the remaining securities maturing in
less than 5 years. At December 31, 2005 and 2004, 92.6% and 91.2%, respectively, of total publicly traded and private
securities in unrealized loss status were rated as investment grade. At December 31, 2005, the range of maturity dates for
these securities varies, with about 31% maturing between 5 and 10 years, 51% maturing after 10 years and the remaining
securities maturing in less than 5 years. At December 31, 2004, the range of maturity dates for these securities varies, with
about 30% maturing between 5 and 10 years, 46% maturing after 10 years and the remaining securities maturing in less than
5 years. See Note 4 to the Consolidated Financial Statements for ratings and maturity date information for our fixed maturity
investment portfolio.
As of December 31, 2005, gross unrealized losses totaled $312.9 million compared to $135.3 million at December 31,
2004. We expect an ultimate recovery of full principal and interest of our securities with unrealized losses.
The automotive sector represented 14.3% of our gross unrealized loss at December 31, 2005. The Big 3 auto
manufacturers have experienced pressure throughout 2005 from overseas manufacturers. Pension issues, declining market
share and higher commodity pricing all contributed to spread widening in the sector. Our automotive holdings are made up of
both coupon-bearing and zero-coupon instruments. Unrealized losses on zero-coupon bonds made up 40% of the total
automotive gross unrealized loss. Market prices on zero-coupon bonds are more sensitive to spread changes than coupon-
bearing bonds.
Unrealized Loss on Fixed Maturity Securities Available-for-Sale in Excess of $10 million: At December 31, 2005,
we had no investment grade available-for-sale fixed maturity securities with unrealized losses in excess of $10 million. At
December 31, 2005 fixed maturity securities available-for-sale with gross unrealized losses greater than $10 million are
presented in the table below.
(in millions)
Non-Investment Grade
Ford Motor Co. and affiliates
Satellite Telecommunications Company
Total Non-Investment-Grade
Fair Value
Amortized
Cost
Unrealized
Loss
Length of time
in Loss Position
$ 33.2
45.2
$ 78.4
$ 52.8
56.7
$ 109.5
$ (19.6)
(11.5)
$ (31.1)
> 1 year
> 1 year
At December 31, 2005, our total available-for-sale holdings in Ford Motor and its affiliates and securities it guarantees
had a fair value of $36.5 million and an amortized cost of $57.5 million. In addition, at December 31, 2005, we held fixed
maturity securities available-for-sale of General Motors Corp. and affiliates with fair value of $75.3 million and amortized
cost of $79.4 million. Our total gross unrealized loss on available-for-sale securities for these two companies was $28.5
million.
The information presented above is subject to rapidly changing conditions. As such, we expect that the level of
securities with overall unrealized losses will fluctuate, as will the level of unrealized loss securities that are subject to
enhanced analysis and monitoring. The volatility of financial market conditions results in increased recognition of both
investment gains and losses, as portfolio risks are adjusted through sales and purchases. As discussed below, this is consistent
with our classification of our investment portfolios as available-for-sale.
During 2005 and 2004, we sold securities for gains and losses. As discussed earlier, in the process of evaluating
whether a security with an unrealized loss reflects declines that are other than temporary, we consider our ability and intent to
hold the security until its value recovers. However, subsequent decisions on securities sales are made within the context of
overall risk monitoring, assessing value relative to other comparable securities and overall portfolio maintenance. Although
our portfolio managers may, at a given point in time, believe that the preferred course of action is to hold securities with
unrealized losses that are considered temporary until such losses are recovered, the dynamic nature of portfolio management
may result in a subsequent decision to sell. These subsequent decisions are consistent with the classification of our
investment portfolio as available-for-sale. We expect to continue to manage all non-trading invested assets within our
portfolios in a manner that is consistent with the available-for-sale classification.
83
REINSURANCE
Our insurance companies cede insurance to other companies. The portion of risks exceeding each company’s retention
limit is reinsured with other insurers. We seek reinsurance coverage within the businesses that sell life insurance to limit our
exposure to mortality losses and enhance our capital management. We reinsure approximately 85% to 90% of the mortality
risk on newly issued life insurance contracts. Our policy is to retain no more than $5.0 million on a single insured life issued
on fixed and variable universal life insurance contracts. Additionally, the retention per single insured life for term life
insurance and for Corporate Owned Life Insurance (COLI) is $1 million and $2 million, respectively. Beginning in
September 2005, we changed our reinsurance program for our primary term products from coinsurance to renewable term
and from 90% to 80% on a first dollar quota share basis. In January 2006, we changed this program from 80% first dollar
quota share to an excess of retention program.
In a coinsurance program, the reinsurer shares proportionately in all financial terms of the reinsured policies, i.e.
premiums, expenses, claims, etc. based on their respective quota share of the risk. In a renewable term program, the reinsurer
is paid a renewable term premium to cover the proportionate share of mortality risk assumed by the reinsurer. In a first dollar
quota share program, the reinsurer receives a proportionate share of all risks issued based on their respective quota share of
the risk. In an excess of retention program, the reinsurer assumes a proportionate share of risks that exceed our per life
retention.
These changes have the effect of reducing premiums paid to reinsurers while increasing our exposure to mortality
losses, and could result in more volatility in results for our Life Insurance segment. With respect to annuities, we have
previously reinsured a portion of our fixed annuity business, but beginning in 2004, we have retained the full risk on newly
issued contracts.
Portions of our deferred annuity business have been reinsured on a Modco basis with other companies to limit our
exposure to interest rate risks. At December 31, 2005, the reserves associated with these reinsurance arrangements totaled
$2.2 billion. To cover products other than life insurance, we acquire other insurance coverages with retentions and limits that
management believes are appropriate for the circumstances. The accompanying financial statements reflect premiums,
benefits and deferred acquisition costs, net of insurance ceded. See “Part I—Item 1—Risk Factors,” “Forward-looking
Statements—Cautionary Language” and Note 6 to the Consolidated Financial Statements for further information. Our
insurance companies remain liable if their reinsurers are unable to meet contractual obligations under applicable reinsurance
agreements.
Our amounts recoverable from reinsurers represents receivables from and reserves ceded to reinsurers. We obtain
reinsurance from a diverse group of reinsurers and monitor concentration as well as financial strength ratings of our principal
reinsurers. Our principal reinsurers are strongly rated companies, with Swiss Re representing the largest exposure. In 2001,
we sold our reinsurance business to Swiss Re primarily through indemnity reinsurance arrangements. Because we are not
relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured
contracts remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from the business sold to
Swiss Re, which totaled $4.1 billion at December 31, 2005, and is included in amounts recoverable from reinsurers. Swiss Re
has funded a trust, with a balance of $1.7 billion at December 31, 2005, to support this business. In addition to various
remedies that we would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the
transferred reserves. These assets consist of those reported as trading securities and certain mortgage loans. Our liabilities for
funds withheld and embedded derivatives at December 31, 2005 included $2.0 billion and $0.2 billion, respectively, related
to the business sold to Swiss Re through indemnity reinsurance.
84
REVIEW OF CONSOLIDATED FINANCIAL CONDITION
Liquidity and Capital Resources
Liquidity refers to the ability of an enterprise to generate adequate amounts of cash from its normal operations to meet
cash requirements with a prudent margin of safety. Our principal sources of cash flow from operating activities are insurance
premiums and fees, investment advisory fees and investment income, while sources of cash flows from investing activities
result from maturities and sales of invested assets. We use cash to pay policy claims and benefits, operating expenses,
commissions and taxes, to purchase new investments, pay dividends to our shareholders and to repurchase our stock and debt
securities. Our operating activities provided cash of $1.0 billion, $1.0 billion and $0.9 billion in 2005, 2004 and 2003,
respectively.
When considering our liquidity and cash flow it is important to distinguish between the needs of our insurance
subsidiaries, including The Lincoln National Life Insurance Company (“LNL”), our principal insurance subsidiary, and the
needs of the holding company, LNC. As a holding company with no operations of its own, LNC derives its cash primarily
from its operating subsidiaries.
The liquidity resources of the holding company are principally comprised of dividends and interest payments from
subsidiaries augmented by holding company short-term investments, bank lines of credit, a commercial paper program, and
the ongoing availability of long-term financing under an SEC shelf registration. These sources of liquidity and cash flow
support the general corporate needs of the holding company including its common stock dividends, interest and debt service,
funding of callable securities, securities repurchases, and acquisitions.
Sources of Liquidity and Cash Flow
The following table summarizes the primary sources of holding company cash flow. The table focuses on significant
and recurring cash flow items and excludes the effects of certain financing activities, namely the periodic issuance and
retirement of debt and cash flows related to our intercompany cash management account. Taxes have been eliminated from
the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest impact 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. See “Part IV—Item 15(a)(2) Financial Statement Schedules—Schedule II—LNC Parent
Company Only Statement of Cash Flows” in this Form 10-K for the parent company cash flow statement.
(in millions)
Dividends from Subsidiaries
LNL
Delaware Investments
Lincoln UK
Other
Subsidiary Loan Repayments & Interest
LNL Interest on Surplus Notes (1)
Lincoln UK
Other Cash Flow and Liquidity Items
Dividend of proceeds from sale of DIAL
Variable annuity contract withdrawal(2)
Return of seed capital
Net capital received from stock option exercises
2005
2004
2003
$
$
200.0
42.0
44.3
0.9
78.0
-
365.2
$
150.0
59.0
28.9
1.0
78.0
39.3
356.2
$
$
-
$
141.5
-
18.7
83.1
101.8
$
65.4
33.4
77.5
317.8
$
$
$
$
$
200.0
45.0
-
-
78.0
112.7
435.7
-
-
6.0
22.2
28.2
(1) Represents interest on the holding company’s $1.25 billion in surplus note investments in LNL.
(2) Prior to 2004, we invested in a variable annuity contract with investment options similar to the investment options
within the unfunded deferred compensation plan. The purpose of this investment was to partially mitigate the
earnings effects created by changes in the value of our deferred compensation plan liability that resulted from
changes in value of the underlying investment options. In June 2004, we withdrew the variable annuity contract
from LNL, which had a value of $65.4 million, and entered into a total return swap agreement. The swap mitigates
the impact that increases in the value of the underlying investment tracking options would have on our cash flow
when we make distributions to participants.
85
Subsidiaries
Because of the interval of time from receipt of deposits or premiums until payment of benefits or claims, LNL and
other insurers employ investment portfolios as an integral element of operations. By segmenting its investment portfolios
along product lines, LNL enhances the focus and discipline it can apply to managing the liquidity, as well as the interest rate
and credit risk of each portfolio commensurate with the profile of the related product liabilities. For example, portfolios
backing products with less certain cash flows and/or withdrawal provisions are generally kept more liquid than portfolios
backing products with more predictable cash flows. LNL monitors its liquidity position via weekly conference calls between
the product actuaries and investment portfolio managers. Additionally, the liquidity position and liquidity targets by portfolio
are reviewed on a regular basis by our Asset-Liability Committee, which includes our actuarial and asset management
professionals and is chaired by LNL’s Appointed Actuary. The Committee utilizes various measures of liquidity, including
liquidity ratios (measure of liquid assets to liquid liabilities) and more comprehensive liquidity studies, to monitor the
insurance company’s liquidity at specific points in time. LNL sets target levels for each of these measures consistent with
current ratings. Quarterly, LNL computes the estimated rating agency measures versus targets and reviews potential action
steps as needed.
The asset-liability management process is more concentrated within the annuity blocks of business given market-
sensitive liabilities. The retail and employer-sponsored orientation of our core products reduces liquidity risk, as liabilities
tend to be less sensitive to movements in the markets. We do not manufacture or distribute institutional spread products, such
as guaranteed investment contracts, the direct sale of funding agreements or the issuance of medium term notes secured by
insurance company funding agreements.
Capital considerations for LNL are impacted by factors influencing LNL’s risk-based capital (“RBC”) and statutory
earnings performance. The most common measure of RBC is the NAIC RBC formula. The NAIC RBC formula requires a
company to hold minimum capital against the quality and liquidity of assets, insurance risk, interest rate risk, and general
business risk. LNL currently targets a NAIC RBC ratio of three times the NAIC’s defined Company Action Level. The
Company Action Level is the minimum level of capital required before necessitating a plan of action filed with the
regulators. We believe LNL’s target is consistent with maintaining or increasing LNL’s current financial strength ratings. We
monitor RBC and other key financial ratio targets as the company’s risk profile, environmental conditions, and/or rating
agency views of industry risk change. In addition, merger and acquisition activity may give rise to short-term fluctuations in
RBC and other key financial ratios. At December 31, 2005, LNL’s reported NAIC RBC was 437% of Company Action
Level. For further information on RBC ratios, see “Part I—Item 1 -Business—Regulatory Matters—Risk-Based Capital.”
In addition, our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the
transfer of funds and payment of dividends to the holding company. Under Indiana laws and regulations, our Indiana
insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC only from unassigned
surplus, without prior approval of the Indiana Insurance Commissioner (the “Commissioner”), or must receive prior approval
of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve
consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the
insurer’s policyholders’ surplus, as shown on its last annual statement on file with the Commissioner or (ii) the insurer’s
statutory net gain from operations for the previous twelve months, but in no event to exceed statutory unassigned surplus.
Indiana law gives Commissioner broad discretion to disapprove requests for dividends in excess of these limits.
It is important to note that, regardless of the particular state regulations, we take into account the overall health of the
business, capital quality, and business and environmental risk in determining statutory dividend strategy.
2006 LNL Dividend Capacity: LNL had positive earned surplus of $483 million at December 31, 2005 and a statutory
net gain of $468 million in 2005. Based upon anticipated on-going positive statutory net gain and stable credit markets, LNL
expects to be able to pay up to $468 million in dividends to LNC in 2006 without prior approval from the Commissioner.
Our UL LPR products and certain other products are subject to Actuarial Guideline 38 (also known as “AXXX”) and
XXX reserving requirements. GAAP reserves are not subject to AXXX and XXX statutory reserving requirements. In
October 2005, the NAIC adopted a change to AXXX with an effective date of July 1, 2005. The proposal does not affect
business written prior to the effective date of July 1, 2005. Application of this guideline to sales of UL products with
secondary guarantees subsequent to July 1 resulted in an increase to statutory reserves of approximately $90 million, which
reduced statutory surplus by approximately $65 million at December 31, 2005. There was no impact to GAAP reserves, and
accordingly, no effect on results of operations. We continue to evaluate potential modifications to our universal life products
with secondary guarantees that may be made in response to the revised regulation. Although the impact of this proposal on
future sales of guaranteed no-lapse UL cannot be predicted, it may result in a price increase for such products. Although this
will not have a material impact on cash flows to LNC, LNL is employing strategies to lessen the burden of increased statutory
reserves associated with these statutory reserving requirements. Strategies include a mix of letters of credit (“LOC”),
reinsurance and capital markets solutions that provide for risk transfer and associated reserve and surplus relief. A portion of
LPR business is reinsured with a wholly owned non-U.S. domiciled subsidiary of LNC.
86
2005 and 2004 LNL Dividends: LNL paid dividends of $200.0 million and $150.0 million in 2005 and 2004,
respectively, which did not require prior approval of the Commissioner.
2003 LNL Dividends: During 2003, LNL had to receive prior approval from the Commissioner to pay dividends as a
result of having negative statutory earned surplus. LNL paid dividends of $200 million to LNC, which were classified as a
reduction to paid-in-capital. Statutory earnings for 2003, together with a reduced dividend payment, resulted in a positive
earned surplus position at December 31, 2003.
Under prior Federal income tax law, one-half of the excess of a life insurance company’s income from operations over
its taxable investment income was not taxed, but was set aside in a special tax account designated as “Policyholders’
Surplus.” On October 23, 2004, President Bush signed into law the “American Jobs Creation Act of 2004.” In 2005 and
2006, the additional tax imposed on distributions from the special tax account, “Policyholders Surplus, ” is suspended. In
addition, the statute provides that distributions made during the two-year suspension period will first reduce the Policyholders
Surplus account balance. LNL’s dividend activity for 2005 was sufficient to eliminate the account balance during the
suspension period.
As a result of being an accredited reinsurer in New York, LNL is also an authorized insurer in the state of New York.
As such, LNL is subject to the regulatory requirements imposed by New York on authorized insurers. One such requirement
is that LNL must report to New York its reserves based on New York reserving regulations, which are generally more
conservative than those of Indiana, thus reducing LNL’s total adjusted capital as reported to New York. See “Part I—Item
1—Business—Regulatory—Restrictions on Subsidiaries’ Dividends and Other Payments Regulatory Matters” for further
information.
Lincoln UK’s operations consist primarily of unit-linked life and pension products, which are similar to U.S. produced
variable life and annuity products. Lincoln UK’s insurance subsidiaries are regulated by the U.K. Financial Services
Authority (“FSA”) and are subject to capital requirements as defined by the U.K. Capital Resources Requirement (formerly
the Required Minimum Solvency Margin). Lincoln UK targets maintaining approximately 1.5 to 2.0 times the required
capital as prescribed by the regulatory resource requirement. Effective January 1, 2005, all insurance companies operating in
the U.K have to complete an RBC assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks.
RBC requirements in the U.K. are different than the NAIC requirements. In addition, the FSA imposes certain minimum
capital requirements for the combined U.K. subsidiaries that further restrict Lincoln UK’s ability to pay dividends. Lincoln
UK paid dividends of $44.3 million in 2005. As is the case with regulated insurance companies in the U.S., future changes to
regulatory capital requirements could impact the dividend capacity of our U.K. insurance subsidiaries and cash flow to the
holding company.
Financing Activities
Although our subsidiaries generate adequate cash flow to meet the needs of our normal operations, periodically we may
issue debt or equity securities to fund internal growth, acquisitions, and the retirement of our debt and equity securities. At
December 31, 2005, we had $600 million of remaining authorization to issue various securities, including debt securities,
preferred stock, common stock, warrants, stock purchase contracts and stock purchase units of LNC and trust preferred
securities of four subsidiary trusts under an existing shelf registration. In November 2005, our Board of Directors increased
our authorization allowing us to issue up to $4 billion of securities, which includes the $600 million of remaining
authorization, under a new shelf registration statement filed in March 2006. As discussed previously, we plan to finance the
anticipated 2006 merger with Jefferson-Pilot through a combination of long-term debt or other securities. We expect to
utilize bridge financing in the event that permanent financing cannot be completed before the closing, which is described
below. In addition to the merger, the net proceeds from the sale of the securities offered by the existing shelf registration and
any additional shelf registration are expected to be used for general corporate purposes, including repurchases of outstanding
common stock, repayment or redemption of outstanding debt or preferred stock, the possible acquisition of other financial
services businesses or assets thereof, and working capital needs. Cash funds are also available from our revolving credit
agreements and through our commercial paper program. See Note 6 to the Consolidated Financial Statements for information
on our debt.
87
The following summarizes debt and financing activity during 2005, 2004 and 2003.
• On May 15, 2005, our 7.25% senior notes of $193 million matured.
• On October 1, 2004, we redeemed the $120.3 million, 9.125% senior notes due October 1, 2024 for an aggregate
redemption amount of $125.5 million. A loss of $6.3 million, pre-tax, ($4.1 million after-tax) relating to the call
premium and unamortized issue costs relating to the redemption was reported in 2004.
• On February 2, 2004, we issued $200.0 million, 4.75% ten-year senior notes.
• On September 4, 2003, we issued 6 million shares of 6.75% Trust Preferred Securities ($150 million) through
Lincoln National Capital VI.
•
In July 2003, we redeemed the $200 million, 7.40% Trust Originated Preferred Securities (“TOPrS”) issued by
Lincoln Capital III and guaranteed by LNC. A loss of $3.7 million related to unamortized issuance costs was
reported in 2004 related to the redemption.
Trust preferred securities issued through Lincoln National Capital V and VI are reported in junior subordinated
debentures issued to affiliated trusts on the Consolidated Balance Sheet.
In February 2006, we entered into a new credit agreement (the “2006 Credit Agreement”) with a group of banks, which
expires in 2011, that allows for borrowing or issuance of letters of credit of up to $1.0 billion. In December 2005, we entered
into a new credit agreement (the “Bridge Facility”) with a group of banks to provide for borrowings of up to $2.3 billion in
connection with our merger with Jefferson-Pilot and planned share repurchase. The Bridge Facility is a 364-day facility.
Specifically, if we make a drawdown under the Bridge Facility, we may only use the proceeds of the loan to pay up to $1.8
billion to shareholders of Jefferson-Pilot in connection with our previously announced merger with Jefferson-Pilot, which
represents the aggregate cash portion of the merger consideration, and/or to repurchase up to $500 million of our common
stock.
At December 31, 2005, we maintained two revolving credit agreements with a group of domestic and foreign banks: a
$500 million five-year revolving credit facility maturing in December 2009 and a U.K. facility, which was renewed in
January 2006 for 10 million pounds sterling ($17 million at December 31, 2005) maturing in November 2006. At December
31, 2005, we did not have any amounts outstanding under any of the bank lines.
Effective December 2004, we amended our existing letter of credit facility. Under the revised letter of credit facility,
we (or our subsidiaries) may request the issuance of up to $900 million in standby LOC’s. The LOC facility expires in
December 2009. At December 31, 2005, there were $848.5 million in outstanding LOCs. These LOCs support intercompany
reinsurance transactions and specific treaties associated with our former Reinsurance segment, which was acquired by Swiss
Re in 2001. LOCs are primarily used to satisfy the U.S. regulatory requirements of domestic clients of the former
Reinsurance segment who have contracted with the reinsurance subsidiaries not domiciled in the United States and for the
reserve credit provided by our affiliated offshore reinsurance company to our domestic insurance companies for ceded
business.
Under the credit agreements, we must maintain a minimum consolidated net worth level, and, except under the Bridge
Facility and the 2006 Credit Agreement, if our senior, unsecured long-term debt rating is not at least A- from Standard and
Poor’s or A3 from Moody’s then we also must maintain a defined maximum debt to total capitalization ratio. In addition, the
agreements contain covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not
the surviving entity and dispose of all or substantially all of our assets. At December 31, 2005, we were in compliance with
all such covenants. All of our credit agreements are unsecured.
If current debt ratings and claims paying ratings were downgraded in the future, certain covenants of various
contractual obligations may be triggered which could negatively impact overall liquidity. In addition, contractual selling
agreements with intermediaries could be negatively impacted which could have an adverse impact on overall sales of
annuities, life insurance and investment products. At December 31, 2005, we maintained adequate current financial strength
and senior debt ratings and do not anticipate any ratings-based impact to future liquidity.
88
As discussed above, LNL is employing strategies to lessen the burden of increased AXXX and XXX statutory reserves
associated with our LPR product and other products subject to these statutory reserving requirements. Currently, a portion of
LPR business is reinsured with a wholly owned non-U.S. domiciled subsidiary of LNC. At December 31, 2005, there were
approximately $545 million in outstanding LOCs under the LOC facility supporting the reinsurance obligations of our non-
U.S. domiciled subsidiary to LNL on this LPR business. Recognizing that LOCs are generally one to five years in duration, it
is likely LNL will apply a mix of LOCs, reinsurance, and capital market strategies in addressing long-term AXXX and XXX
needs. The changes in statutory reserving requirements for LPR products sold after July 1, 2005 resulted in an increase of
approximately $89 million in our outstanding LOCs at the end of 2005. LOCs and related capital market alternatives lower
the RBC impact of the LPR product. An inability to obtain the necessary LOC capacity or other capital market alternatives
could impact our returns on the LPR product.
During 2005, we established a wholly-owned domestic reinsurance subsidiary to reinsure a portion of the XXX
statutory reserves associated with our term products in anticipation of employing a capital markets solution to mitigate the
impact of our term products to statutory capital and surplus in 2007. No reserves were ceded to this new subsidiary as of
December 31, 2005.
Divestitures
In September 2004, we sold DIAL to the unit’s management group and an unaffiliated investor. We received $180.9
million in cash, of which $141.5 million was dividended to the holding company, and relief of certain obligations of
approximately $19.0 million. We used the funds for general corporate purposes, including repurchase of shares and
repayment of debt.
Alternative Sources of Liquidity
In order to maximize the use of available cash, the holding company maintains an intercompany cash management
account where subsidiaries can borrow from the holding company to meet their short-term needs and can invest their short-
term funds with the holding company. Depending on the overall cash availability or need, the holding company invests
excess cash in short-term investments or borrows funds in the financial markets. LNL, by virtue of its general account fixed
income investment holdings, can access liquidity through securities lending programs and repurchase agreements. At
December 31, 2005, LNL had $932.7 million of securities out on loan under the securities lending program.
Uses of Capital
Return of Capital to Shareholders
One of the holding company’s principal uses of cash is to provide a return to our shareholders. Through dividends and
stock repurchases, we have an established record of providing significant cash returns to our shareholders. We have increased
our dividend in each of the last 22 years. In determining our dividend payout, we balance the desire to increase the dividend
against capital needs, rating agency considerations and requirements for financial flexibility. The following table summarizes
this activity:
(in millions, except per share data)
Dividends to shareholders
Repurchase of common stock
Total Cash Returned to Shareholders
Number of shares repurchased
Average Price Per Share
2005
2004
2003
$
$
$
257.7
103.6
361.3
2.331
44.44
$
$
250.1
350.2
600.3
7.612
46.01
$
$
$
$
243.5
-
243.5
-
-
The remaining amount of share repurchases authorized by our Board of Directors was $221.6 million at December
31, 2005. In January 2006, our Board of Directors approved a $1.6 billion increase in the share repurchase authorization,
bringing the total authorization to $1.8 billion. We suspended our stock repurchase program during 2003 and focused on
building capital and protecting our strong credit ratings after experiencing difficult capital market conditions in 2002. In
2004, we reactivated our share repurchase program. We expect to repurchase approximately $500 million of LNC common
stock as soon as practicable after the completion of our merger with Jefferson-Pilot. In addition, we expect to continue share
repurchases in 2006 with the amount and timing dependent on trends in key capital ratios, rating agency expectations, the
generation of free cash flow, and the relative attractiveness of alternative uses for the capital.
89
The following table summarizes the primary uses of holding company cash flow. The table focuses on significant and
recurring cash flow items and excludes the effects of certain financing activities, namely the periodic retirement of debt and
cash flows related to our intercompany cash management account. Taxes have been eliminated from the analysis due to a tax
sharing agreement among our primary subsidiaries resulting in a modest impact on net cash flows at the holding company.
(in millions)
Debt Service (Interest Paid)
Capital Contribution to LNL
Capital Contribution to Delaware Investments
Common Dividends
Common Stock Repurchase
Total
2005
90.4
-
14.0
255.1
103.6
463.1
$
$
At the end of 2004, LNC made a $100 million capital contribu
2005 and our preference is to hold capital at LNL.
tio
Co
ntractual Obligations
2004
$
93.0
100.0
-
249.2
350.2
792.4
$
2003
93.5
-
-
240.3
-
333.8
$
$
n to LNL. LNC was in a strong capital position at year-end
The table below summarizes our obligations and commitments to make future payments under contracts and contingent
itments in place at December 31, 2005.
comm
(in millions)
Insurance and investment contract liabilities (1)
Short-term debt
Long-term debt
Junior subordinated debentures issued
issued to affiliated trusts
Operating leases
Stadium naming rights (2)
Outsourcing arrangements (3)
Retirement and other plans (4)
Totals
Less Than
1 Year
$
9,936
120
-
-
65
6
90
42
10,259
$
1 - 3
Years
$
20,079
-
350
-
135
12
172
94
20,842
$
3 - 5
Years
$
19,956
-
-
-
98
12
162
103
20,331
$
More Than
5 Years
114,805
-
650
$
333
26
88
136
320
116,358
$
$
Total
164,776
120
1,000
333
324
118
560
559
167,790
$
Future
Amortization/
Adjustment
-
$
-
(1)
Amount Per
Balance
Sheet
$
47,223
120
999
1
-
-
-
$
-
334
-
-
-
-
48,676
$
(1
) Insurance and investment contract liabilities include various investment-type products with contractually scheduled
maturities including single premium immediate annuities (“SPIA”), group pension annuities, guaranteed interest
contracts, structured settlements, pension closeouts, and certain annuity policies. Insurance and investment contract
liabilities also include benefit and claim liabilities, of which a significant portion represents policies and contracts
that do
not have stated contractual maturity dates and may not result in any future payment obligation. For these policies an
d
contracts (i) we are not currently making payments and will not make payments in the future until the occurrence of an
insurable event, such as death or disability or (ii) the occurrence of a payment triggering event, such as a surrender of a
policy or contract, which is outside of our control. We have made significant assumptions to determine the estimated
undiscounted cash flows of these policies and contracts which include mortality, morbidity, future lapse rates and interes
crediting rates. Due to the significance of the assumptions used, the amounts presented could materially differ from
actual results. Amounts for the Lincoln UK business have been translated using a U.S dollar to Pounds Sterling
exchange rate of 1.700.
The amount includes a maximum annual increase related to the CPI.
Outsourcing arrangements
services, procurement and certain other outsourcing arrangements.
include the Lincoln UK administration agreement, information technology, human resource
t
(2)
(3)
(4) Includes anticipated funding for benefit payments for our retirement and post-retirement plans through 2015 and known
payments under deferred compensation arrangements.
In addition to the contractual commitments outlined in
the table above, we periodically fund the employees’ defined
on plans and approximately $77 million in 2005 to our U.K. pension plan, including approximately $71 million in the
nefit plans. We contributed $18.0 million, $34.1 million and 56.6 million in 2005, 2004 and 2003, respectively to U.S.
be
pensi
fourth quarter. We expect to contribute between $0 and $19 million to our U.S. defined benefit pension plans and $7.1
million to our U.S. post-retirement benefit plans during 2006. These amounts include anticipated benefit payments for non-
qualified plans. The majority of contributions/benefit payments are made at the insurance company subsidiary level with
holding company cash flow impact. See Note 8 to the Consolidated Financial Statements for additional information.
little
90
Contingencies and Off-Balance Sheet Arrangements
The table below summarizes our contingent commitments and off-balance sheet arrangements at December 31, 2005.
(in millions)
Lines of Credit
Standby Letters of Credit (amount outstanding at
12/31/2005 - $848.5)
Guarantees
Investment Commitments (1)
Standby Commitments to Purchase Real Estate Upon
Completion and Leasing
Operating Lease Guarantees (2)
Totals
Total
Amount
Committed
$
2,800.0
Amount of Commitment Expiring per Period
Less Than
1 Year
1 - 3
Years
4 - 5
Years
$
-
After
5 Years
$
-
$
2,300.0
$
500.0
900.0
3.8
526.4
-
-
196.6
900.0
-
107.6
-
3.8
168.1
276.2
58.0
4,564.4
$
140.9
14.5
2,652.0
$
135.3
29.0
1,671.9
$
-
14.5
186.4
$
$
-
-
54.1
-
-
54.1
(1) Total includes $339.5 million of capital commitments on limited partnership investments, $102.8 million and $84.1
million of commitments for private placement securities and mortgage loans, respectively.
(2) Recourse provisions exist enabling us to recover from third parties any amounts paid under the guarantees.
For additional information regarding contingencies, see Note 9 to the Consolidated Financial Statements.
Significant Trends in Sources and Uses of Cash Flow
As stated above, LNC, as a holding company has its cash flow driven largely by the dividend capacity and surplus note
interest payments of LNL. LNL’s dividend capacity is impacted by factors influencing LNL’s risk- based capital and
statutory earnings performance. In recent periods, Delaware Investments and our U.K. operations have contributed significant
free cash flow. Improved financial performance at Delaware and our decision to run-off significant blocks of business in the
U.K. are driving improved cash flow and the return of capital to LNC. We expect to have sufficient liquidity and capital
resources to meet our obligations in 2006. For factors that could effect our expectations for liquidity and capital, see “Part I—
Item 1—Business—Risk Factors.”
Shareholders’ Equity
Total shareholders’ equity increased $208.8 million during 2005, primarily due to net income, partially offset by
dividends to shareholders, share repurchases and unrealized losses on available-for-sale securities.
As noted above, shareholders’ equity includes accumulated other comprehensive income. At December 31, 2005, the
book value of $36.69 per share included $3.03 of accumulated other comprehensive income. At December 31, 2004, the book
value of $35.53 per share included $5.36 of accumulated other comprehensive income.
91
Other Factors Affecting Our Business
OTHER MATTERS
In general, our businesses are subject to a changing social, economic, legal, legislative and regulatory environment.
Some of the changes include initiatives to require more reserves to be carried by our insurance subsidiaries, to make
permanent recent reductions in individual tax rates, to permanently repeal the estate tax and to increase regulation of our
annuity and investment management businesses. Although the eventual effect on us of the changing environment in which we
operate remains uncertain, these factors and others could have a material effect on our results of operations, liquidity and
capital resources. See “Part I—Item 1—Business—Risk Factors” and “—Forward-Looking Statements—Cautionary
Language” for factors that may cause our future results to differ materially from current expectations.
Recent Accounting Pronouncements
See Note 2 to our Consolidated Financial Statements for a discussion of recent accounting pronouncements that
have been implemented during the periods presented or that have been issued and are to be implemented in the future.
Merger with Jefferson-Pilot Corporation
ACQUISITIONS AND DIVESTITURES
See “Introduction – Recent Developments” and “Liquidity and Capital Resources” for discussion regarding the merger
with Jefferson-Pilot.
Sale of Delaware London-based International Investment Unit
In September 2004, we sold DIAL to the unit’s management group and an unaffiliated investor. We received $180.9
million in cash, of which $141.5 million was dividended to the holding company, and relief of certain obligations of
approximately $19.0 million. Our after-tax gain from the transaction was $46.1 million. We used the funds for general
corporate purposes, including of debt repayment and share repurchases. The Investment Management segment’s results for
2004 included approximately $12.4 million of income related to DIAL. The sale resulted in a reduction of $22.1 billion in the
Investment Management segment’s assets under management at the time of the sale. As of December 31, 2005,
approximately $16.4 billion of the Investment Management segment’s remaining assets under management are being sub-
advised on our behalf by the acquirer.
RESTRUCTURING ACTIVITIES
We have initiated and executed restructuring plans of various sizes as summarized below. These restructuring plans
generally are initiated to improve the efficiency of our operations. Although we have experienced a number of restructuring
charges, management reviews the results of operations of each business segment excluding these restructuring charges
because management believes that restructuring charges are not part of the underlying business of our segments. Below is a
summary of the restructuring charges initiated by year. Restructuring plans initiated in 2003 contain charges recognized in
2005, 2004 and 2003. Additional details of each of these restructuring plans are discussed in Note 14 to the Consolidated
Financial Statements.
(in millions)
Original Charges
Employee Severance and Termination Benefits
Write-off of Impaired Assets
Rent on Abandoned Space
Other Exit Costs
Total (Pre-tax)
Total (After-tax)
Actual Costs Through December 31, 2005 (Pre-tax)
Balance at December 31, 2005
Additional amounts expended that do not qualify as restructuring charge (pre-tax)
92
Plans Initiated In
2005
2003
$
4.1
-
2.8
-
$
6.9
$
4.5
$
4.2
$
2.7
$
-
$
48.7
23.3
14.5
13.2
99.7
64.8
97.5
2.2
32.6
$
$
$
$
$
In January 2003, the Life Insurance segment announced that it was realigning its operations in Hartford, Connecticut
and Schaumburg, Illinois to enhance productivity, efficiency and scalability while positioning the segment for future growth.
In February 2003, Lincoln Retirement announced plans to consolidate its fixed annuity operations in Schaumburg, Illinois
into Fort Wayne, Indiana. In June 2003, we announced the combining of our retirement and life insurance businesses into a
single operating unit focused on providing wealth accumulation and protection, income distribution and wealth transfer
products. In August 2003, we announced additional realignment activities, which impact all of our domestic operations.
These realignment activities are expected to result in total charges of $127.0 million. The realignment activities are expected
to be completed by the first quarter of 2006.
Pre-tax restructuring charges for the June/August 2003 realignment activities for 2005 by segment were as follows:
Retirement ($17.4 million), Life Insurance ($3.3 million), and Other Operations ($0.7 million). Pre-tax restructuring charges
for the June/August realignment activities for 2004 were as follows: Retirement ($6.2 million), Life Insurance ($0.6 million),
Investment Management ($1.6 million), and Other Operations ($9.9 million).
1999 and 2000 Restructuring Plans
During 1999 and 2000, we implemented restructuring plans relating to the Lincoln UK’s operations. In addition to
various other activities, these plans involved vacating leased facilities. All other plan activities have been completed and the
remaining reserves relate to future lease payments on exited properties, which run through 2016. The remaining reserves for
these plans totaled $6.3 million at December 31, 2005.
Item 7A. 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 takes diversification into account. By aggregating the potential effect of
market and other risks on the entire enterprise, we estimate, review and in some cases manage the risk to our earnings and
shareholder value. We have exposures to several market risks including interest rate, default risk, foreign currency exchange,
liquidity and equity price risks.
The exposures of financial instruments to market risks, and the related risk management processes, are most important
in the Lincoln Retirement and Life Insurance segments, where most of the invested assets support accumulation and
investment-oriented insurance products. As an important element of our integrated asset-liability management process, we
use derivatives to minimize the effects of changes in interest levels and the shape of the yield curve. In this context,
derivatives are designated as a hedge and serve to reduce interest rate risk by mitigating the effect of significant increases in
interest rates on our earnings. Additional market exposures exist in our other general account insurance products and in our
debt structure and derivatives positions. The primary sources of market risk are: 1) substantial, relatively rapid and sustained
increases or decreases in interest rates, 2) fluctuations in currency exchange rates or 3) a sharp drop in equity market values.
Each of these market risks is discussed in detail in the following pages.
Interest Rate Risk
Accumulation and Investment Oriented Insurance Products. General account assets supporting accumulation and
investment-oriented insurance products total $33.7 billion, or approximately 78%, of total invested assets and $34.5 billion,
or approximately 78%, of total invested assets at December 31, 2005 and 2004, respectively.
With respect to these products, we seek to earn a stable and profitable spread, or margin, between investment income
and interest credited to account values. If we have adverse experience on investments that cannot be passed on to customers,
our spreads are reduced. Alternatively, we may seek to maintain spreads by reducing crediting rates, where permissible,
which may result in crediting rates that are not competitive in the market place. This strategy could result in adverse
surrender experience on policies and could force us to liquidate a portion of our portfolio to fund cash surrender value
benefits.
Provided interest rates continue to gradually return to levels that are more typical from a long-term perspective, we do
not view the near term risk to spreads over the next twelve months to be material. The combination of a probable range of
interest rate changes over the next twelve months, asset-liability management strategies, flexibility in adjusting policy
crediting rate levels and protection afforded by policy surrender charges and other switching costs all work together to
mitigate this risk. The interest rate scenarios of concern are those in which there is a substantial, relatively rapid increase or
decrease in interest rates that is then sustained over a long period.
93
Fixed Deferred Annuities. Assets of $20.2 billion and $21.4 billion at December 31, 2005 and 2004, respectively,
support the largest category of accumulation and investment oriented insurance products, fixed deferred annuities. For these
products, we may adjust renewal crediting rates monthly or quarterly, subject to guaranteed minimums ranging from 1.5% to
5.0%. The higher minimums apply to in-force blocks of older products that no longer are sold. Annuity customers have the
right to surrender their policies at account value less a surrender charge that grades to zero over periods ranging from 5 to 10
years from policy issue date or, in some cases, the date of each premium received. In some cases, a market value adjustment
may also apply. Due to our ability to change crediting rates to reflect investment experience on the majority of our traditional
annuity products, the underlying assets are assumed to be a good proxy for the interest rate risk inherent in these liabilities.
This assumption is appropriate for probable movements in interest rates over the next twelve months. This assumption may
not be appropriate for a substantial, relatively rapid increase or decrease in interest rates that is then sustained over a long
period.
Universal Life and Interest-Sensitive Whole Life. We had $11.6 billion and $11.1 billion in assets at December 31,
2005 and 2004, respectively, supporting universal life and interest-sensitive whole life insurance on which we have the right
to adjust renewal crediting rates. The credited rates are subject to guaranteed minimums ranging from 3.0% to 4.5% for
universal life and 4.0% to 7.0% for interest-sensitive whole life at December 31, 2005. At December 31, 2005, 83% of these
assets support universal life insurance products. Similar to annuities, universal life insurance customers have the right to
surrender their policies at account value less a surrender charge that grades to zero over periods ranging from ten to twenty
years from policy issue date or, in some cases, the date of each premium received.
Group Pension Annuities and Guaranteed Interest Contracts. We had assets totaling $1.9 billion and $2.0 billion at
December 31, 2005 and 2004, respectively, that support group pension immediate and deferred annuities and guaranteed
interest contracts. Generally, the cash flows expected on these liabilities do not vary with fluctuations in market interest rates
and are not adjustable by us. Accordingly, if experience on the assets supporting these products is more adverse than the
assumptions used in pricing the products, spreads will tend to be below expectations. We limit exposure to interest rate risk
by managing the duration and maturity structure of each investment portfolio in relation to the liabilities it supports. We had
no guaranteed investment contracts supported by these assets at December 31, 2005, compared to approximately $29 million
at December 31, 2004.
Other General Account Insurance Products. We had $9.5 billion and $10.0 billion of assets at December 31, 2005 and
2004, respectively, supporting general account products, including term life insurance. For these products, the liability cash
flows may have actuarial uncertainty. However, their amounts and timing do not vary significantly with interest rates. We
limit interest rate risk by analyzing the expected cash flows of the products and structuring investment portfolios with similar
cash flows.
94
Interest Rate Risk—Falling Rates. The spreads on our fixed annuity and interest-sensitive whole life, universal life
and fixed portion of variable universal life insurance policies, are at risk if interest rates decline and remain low for a period
of time, which has generally been the case in recent years. For instance, the five-year Treasury yield stood at 6.3% at the end
of 1999, it declined through 2002 to 2.7% at the end of 2002 and then rose modestly to 4.4 % at the end of 2005. Should
interest rates remain at current levels that are significantly lower than those existing prior to the declines of recent years, the
average earned rate of return on our annuity and universal life insurance investment portfolios will continue to decline.
Relative to the book yield at December 31, 2004, the book yield at December 31, 2005 on annuity investment portfolios
remained at 6.1%, while the book yield on universal life insurance portfolios declined from 6.4% to 6.3 %. Declining
portfolio yields may cause the spreads between investment portfolio yields and the interest rate credited to policyholders to
deteriorate, as our ability to manage spreads can become limited by minimum guaranteed rates on annuity and universal life
insurance policies. Minimum guaranteed rates on annuity and universal life insurance policies generally range from 1.5% to
5.0%, with an average guaranteed rate of approximately 4%. The following table provides detail on the percentage
differences between the current interest rates being credited to policyholders and the respective minimum guaranteed policy
rate, broken out by policyholder account values reported within the Lincoln Retirement and Life segments at December 31,
2005.
Excess of Crediting Rates over Contract
Minimums As of December 31, 2005
CD and On-Benefit type annuities
Discretionary rate setting products*
No difference
up to .1%
0.11% to .20%
0.21% to .30%
0.31% to .40%
0.41% to .50%
0.51% to .60%
0.61% to .70%
0.71% to .80%
0.81% to .90%
0.91% to 1.0%
1.01% to 1.50%
1.51% to 2.00%
2.01% to 2.50%
2.51% to 3.00%
3.01% and above
Total Discretionary rate setting products
Grand Total-Account Values
Lincoln
Retirement
Segment
Account
Values
$
6,009
Life Segment
Account
Values
(In millions)
$
-
Total
Account
Values
Percent
of Total
Account
Values
$
6,009
17.89%
12,555
74
175
240
184
850
620
19
4
2
123
48
71
97
13
5
15,080
21,089
$
5,197
682
4
4,964
351
625
116
168
353
16
17
15
-
-
-
-
12,508
12,508
$
17,752
756
179
5,204
535
1,475
736
187
357
18
140
63
71
97
13
5
27,588
33,597
$
52.84%
2.25%
0.53%
15.49%
1.59%
4.39%
2.19%
0.56%
1.06%
0.05%
0.42%
0.19%
0.21%
0.29%
0.04%
0.01%
82.11%
100.00%
*
For purposes of this table, contracts currently within new money rate bands are grouped according to the corresponding
portfolio rate band in which they will fall upon their first anniversary.
See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of
Operations by Segment for the effects of interest rate environments on interest rate margins.
The maturity structure and call provisions of the related portfolios are structured to afford protection against erosion of
investment portfolio yields during periods of declining interest rates. We devote extensive effort to evaluating the risks
associated with falling interest rates by simulating asset and liability cash flows for a wide range of interest rate scenarios.
We seek to manage these exposures by maintaining a suitable maturity structure and by limiting our exposure to call risk in
each respective investment portfolio.
We believe that the portfolios supporting our accumulation and investment oriented insurance products have a prudent
degree of call protection individually and on a consolidated basis. For instance, as of December 31, 2005, the mortgage-
backed securities (“MBS”) and asset-backed securities (“ABS”) portion represented a total of $6.3 billion, or 19% of the
$33.7 billion of general account assets supporting such products. Of this portfolio, 11% of general account assets, or $3.7
billion, is subject to residential prepayment risk from investments made in Collateralized Mortgage Obligations (“CMOs”),
mortgage pass-throughs, manufactured housing and home equity loans. As of December 31, 2004, the MBS and ABS portion
95
of the portfolio represented a total of $6.4 billion or 19% of the $34.5 billion of general account assets supporting such
products. Our MBS portfolio has equal to or slightly less prepayment risk than the MBS pass-through market in general,
primarily due to holding more seasoned securities in the portfolio.
Interest Rate Risk—Rising Rates. For both annuities and universal life insurance, a rapid and sustained rise in
interest rates poses risks of deteriorating spreads and high surrenders. The portfolios supporting these products have fixed-
rate assets laddered over maturities generally ranging from one to ten years or more. Accordingly, the earned rate on each
portfolio lags behind changes in market yields. As rates rise, the lag may be increased by slowing MBS prepayments. The
greater and faster the rise in interest rates, the more the earned rate will tend to lag behind market rates. If we set renewal
crediting rates to earn the desired spread, the gap between our renewal crediting rates and competitors’ new money rates may
be wide enough to cause increased surrenders. If we credit more competitive renewal rates to limit surrenders, our spreads
will narrow. We devote extensive effort to evaluating these risks by simulating asset and liability cash flows for a wide range
of interest rate scenarios. Such analysis has led to adjustments in the target maturity structure and to hedging the risk of rising
rates by buying out-of-the-money interest rate cap agreements and swaptions (see discussion below). With these instruments
in place, the potential adverse impact of a rapid and sustained rise in rates is kept within our risk tolerances.
Debt. As of December 31, 2005, we had short-term debt, long-term debt and junior subordinated debentures issued to
affiliated trusts totaling $1.5 billion ($1.1 billion with fixed rates and $0.4 billion with floating rates) on the balance sheet. As
of December 31, 2004, we had short-term debt, long-term debt and junior subordinated debentures issued to affiliated trusts
totaling $1.6 billion ($1.4 billion with fixed rates and $0.2 billion with floating rates) on the balance sheet. We manage the
timing of maturities and the mixture of fixed-rate and floating-rate debt as part of the process of integrated management of
interest rate risk for the entire enterprise.
Derivatives. As indicated in Note 9 to the Consolidated Financial Statements, we have entered into derivative
transactions to reduce our exposure to rapid rises in interest rates. The programs discussed below are used to help us achieve
more stable margins while providing competitive crediting rates to policyholders during periods when interest rates are
rising. Failure to maintain competitive crediting rates could cause policyholders to withdraw their funds and place them in
more competitive products.
We use interest rate cap agreements to hedge against the negative impact of a significant and sustained rise in interest
rates. Interest rate caps are contracts that require counterparties to pay us at specified future dates the amount, if any, by
which a specified market interest rate exceeds the cap rate stated in the agreements, applied to a notional amount. As of
December 31, 2005 and 2004, we had agreements with notional amounts of $5.5 billion and $4.0 billion, respectively. At
December 31, 2005, the agreements had cap rates ranging from 150 to 500 basis points above prevailing interest rates. The
cap rates in some contracts reset annually. These agreements expire in 2006 through 2010.
For future periods, the fair value of our interest rate caps depend on the levels of future U.S. Treasury and U.S. dollar
swap interest rates. The table below shows estimates of fair value levels for the cap portfolio at December 31, 2005 for future
time periods and selected potential future interest rate levels.
(in millions)
No change
Up 2%
Up 4%
Up 6%
$
2005
4.8
48.6
183.8
379.2
2006
$
1.8
24.8
125.3
287.7
2007
2008
$
0.4
10.4
70.1
184.8
$
-
2.5
39.2
110.8
2009
-
$
-
19.3
64.0
2010
-
$
-
7.3
38.5
96
We use interest rate swap agreements to hedge our exposure to floating rate bond coupon payments, replicating a fixed
rate bond. An interest rate swap is a contractual agreement to exchange payments at one or more times based on the actual or
expected level of one or more underlying interest rates. We are required to pay the counterparty the stream of variable interest
payments based on the coupon payments from the hedged bonds, and in turn, receive a fixed payment from the counterparty,
at a predetermined interest rate. In addition, we use interest rate swap agreements to hedge our exposure to interest rate
fluctuations related to the forecasted purchase of assets to support newly acquired blocks of business or certain other
portfolios of assets. Finally, we use interest rate swap agreements to hedge the risk of paying a higher fixed rate interest on
junior subordinated debentures issued to affiliated trusts holding solely junior subordinated debentures and on senior debt
than can be paid on long-term debt based on current interest rates in the marketplace. As of December 31, 2005 and 2004, we
had swap agreements with a notional amount of $735 million and $718 million, respectively. The agreements expire in 2006
through 2050.
We use interest rate futures to hedge our liability exposure on certain options related to GMWB features in variable
annuity products. These futures contracts require payment between us and our counterparty on a daily basis for changes in the
futures index price. As of December 31, 2005, we had interest rate futures with a notional amount of $1.6 billion. The
contracts expire in 2006.
We used a treasury lock agreement to hedge our exposure to variability in future semi-annual interest payments,
attributable to changes in the benchmark interest rate, related to the issuance of our 5-year, $250 million senior debt in 2002
and 10 year, $200 million senior debt in 2004. In 2005, we entered into a treasury lock to hedge the anticipated issuance of
debt to finance the merger with Jefferson-Pilot. A treasury lock is an agreement that allows the holder to lock in a benchmark
interest rate, so that if the benchmark interest rate increases, the holder is entitled to receive a payment from the counterparty
equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-in
benchmark interest rate. If the benchmark interest rate decreases, the holder must pay the counterparty an amount equal to the
present value of the difference in the benchmark interest rate at the determination date and the locked-in benchmark interest
rate. As of December 31, 2005, we had open treasury locks with notional amounts of $200 million. The contracts expire in
2006.
In addition to continuing existing programs, we may use derivative products in other strategies to limit risk and
enhance returns, particularly in the management of investment spread businesses. We have established policies, guidelines
and internal control procedures for the use of derivatives as tools to enhance management of the overall portfolio of risks
assumed in our operations. Annually, our Board of Directors reviews our derivatives policy.
97
Table of Significant Exposures. The table below provides a general measure of our significant interest rate risk
(amounts are shown by year of maturity and include amortization of premiums and discounts; interest rate cap notional
amounts are shown by amount outstanding at the year-end given) as of December 31, 2005.
(in millions)
Rate Sensitive Assets
Fixed interest rate securities
Average interest rate
Variable interest rate securities
Average interest rate
Mortgage loans
Average interest rate
Rate Sensitive Liabilities
Investment type insurance contracts (1)
Average interest rate
Debt (2)
Average interest rate
Rate Sensitive Derivative Financial
Instruments:
Interest Rate and Foreign
Currency Swaps:
Pay variable/receive fixed
Average pay rate
Average receive rate
Interest Rate Caps:
Outstanding notional
Average strike rate (3)
Forward CMT curve (4)
Treasury Locks:
2006
2007
2008
2009
2010
There-after
Total
Fair Value
$
$
$
$
$
$
$
$
$
$
1,164.0
6.47%
10.4
5.36%
106.0
7.91%
1,375.8
6.39%
35.6
7.00%
169.3
7.71%
1,677.6
6.19%
18.1
6.38%
139.8
6.81%
1,479.7
6.27%
164.0
6.86%
298.6
7.47%
2,035.9
6.14%
176.5
5.80%
250.9
7.03%
$
24,902.3
6.23%
4,260.9
5.75%
2,707.2
6.75%
$
$
$
32,635.3
6.24%
4,665.5
5.81%
3,671.8
6.91%
$
$
$
32,980.6
$
3,706.5
$
3,860.0
$
$
$
$
$
$
798.9
6.42%
$
119.9
4.39%
$
967.9
6.38%
$
250.0
5.25%
$
1,020.8
6.01%
$
100.0
6.50%
$
1,022.9
6.36%
-
$
0.00%
$
1,348.4
5.99%
-
$
0.00%
$
15,975.4
6.23%
$
969.8
6.41%
$
21,134.3
6.22%
$
1,439.7
6.05%
$
21,163.4
$
1,486.7
$
20.7
4.4%
5.0%
$
224.6
4.6%
4.9%
$
119.0
4.7%
5.4%
$
151.9
4.2%
6.3%
$
12.0
4.3%
4.0%
$
264.5
5.0%
6.8%
$
792.7
4.6%
5.9%
$
5.9
$
5,200.0
$
3,350.0
$
1,500.0
$
300.0
$
-
$
-
$
-
$
4.8
7.8%
5.0%
7.9%
5.0%
7.1%
5.1%
7.0%
5.2%
Outstanding notional
$
200.0
$
-
$
-
$
-
$
-
$
-
$
200.0
$
-
Interest Rate Futures:
March 06 2-year Treasury Notes
Outstanding notional
March 06 5-year Treasury Notes
Outstanding notional
March 06 10-year Treasury Notes
Outstanding notional
March 06 Treasury Bonds
Outstanding notional
$
258.7
$
-
$
-
$
-
$
-
$
-
$
258.7
$
-
$
519.1
$
-
$
-
$
-
$
-
$
-
$
519.1
$
-
$
1.2
$
-
$
-
$
-
$
-
$
-
$
1.2
$
-
$
799.4
$
-
$
-
$
-
$
-
$
-
$
799.4
$
-
(1) The information shown is for the fixed maturity securities and mortgage loans that support these insurance contracts.
(2)
Includes junior subordinated debentures issued to affiliated trusts.
(3) The indexes are a mixture of five-year Constant Maturity Treasury (“C
(4) The CMT curve is the five-year constant maturity treasury forward curve.
MT”) and Constant Maturity Swap (“CMS”).
98
The table shows the principal amounts and fair values of assets, liabilities and derivatives having significant interest
rate risks as of December 31, 2004.
(in millions)
Fixed interest rate securities
Variable interest rate securities
Mortgage loans
Guaranteed interest contracts
Investment type insurance contracts (1)
Debt (2)
Interest rate and foreign currency swaps
Interest rate caps
$
Principal Amount
33,650.1
$
4,163.0
3,873.4
29.0
21,248.0
1,581.4
759.8
-
Fair Value
34,599.2
3,336.5
4,146.3
31.0
21,774.1
1,621.1
34.1
3.8
(1)
(2)
The information shown is for the fixed maturity securities and mortgage loans that support these insurance contracts.
Includes junior subordinated debentures issued to affiliated trusts.
Foreign Currency Risk
Foreign Currency Denominated Investments. We invest in foreign currency securities for incremental return and
risk diversification relative to United States Dollar-Denominated (“USD”) securities. The fair value of foreign securities
totaled $1 billion as of December 31, 2005. We use foreign currency swaps to hedge some of the foreign exchange risk
related to our investment in securities denominated in foreign currencies. The currency risk is hedged using foreign currency
derivatives of the same currency as the bonds. The table below shows our exposure to foreign currency securities. Also
included is the relevant information relating to the foreign currency derivatives that are hedging the currency risk of these
securities. The table below presents the principal or notional amount in U.S. dollar equivalents by expected maturity for our
foreign currency denominated investments and foreign currency swaps as of December 31, 2005.
(U.S. dollars in millions)
Currencies:
British Pound
Interest Rate
Canadian Dollar
Interest Rate
French Franc
Interest Rate
New Zealand Dollar
Interest Rate
Total Currencies
Derivatives:
2006
2007
2008
2009
2010
Thereafter
Total
Fair Value
72.4
6.68%
4.5
6.37%
1.6
7.06%
-
-
78.5
53.8
6.96%
17.1
4.65%
-
-
-
-
70.9
91.7
6.66%
8.3
4.89%
-
-
-
-
100.0
55.9
6.21%
-
-
-
-
-
-
55.9
47.2
6.04%
-
-
-
-
-
-
47.2
501.4
6.69%
28.2
6.10%
-
-
29.3
5.10%
558.9
822.4
6.63%
58.1
5.52%
1.6
7.06%
29.3
5.10%
911.4
948.9
59.4
1.6
28.1
1,038.0
Foreign Currency Swaps
1.7
-
-
-
-
56.0
57.7
(5.3)
The table below presents the principal or notional amount in U.S. dollar equivalents of our foreign currency
denominated investments and foreign currency swaps as of December 31, 2004.
(U.S. dollars in millions)
Currencies
British Pound
Canadian Dollar
French Franc
Principal/
Notional
$
976.6
56.6
2.4
1,035.6
Fair Value
$
$
1,097.3
58.0
2.4
1,157.7
Total Currencies
$
Derivatives
Foreign Currency Swaps
$
41.8
$
(5.6)
99
Foreign Currency Forward Contracts. During 2005, we entered into foreign currency forward contracts to hedge
dividends received from Lincoln UK. At December 31, 2005, no foreign currency forward contracts were outstanding.
Foreign Currency Swaps. A foreign currency swap is a contractual agreement to exchange the currencies of two
different countries at a specified rate of exchange in the future. We use foreign currency swaps to convert the cash flow of
foreign currency securities to U.S. dollars. As of December 31, 2005 and 2004, we had foreign currency swap agreements
with notional amounts of $57.7 million and $41.8 million, respectively. The agreements expire in 2006 through 2015.
Equity Market Exposures
Our revenues, assets, liabilities and derivatives are exposed to equity market risk. See “Equity Market Guidance” in
Item 7 - Management Discussion and Analysis of Financial Condition and Results of Operations for additional discussion of
equity market risk.
Fee Revenues. The fee revenues of our Investment Management segment and fees earned from variable annuities and
variable life insurance products are exposed to the risk of a decline in equity market values. These fees are generally a fixed
percentage of the market value of assets under management. In a severe equity market decline, fee income could be reduced
by not only reduced market valuations but also by customer withdrawals and redemptions. Such withdrawals and
redemptions from equity funds and accounts might be partially offset by transfers to our fixed-income accounts and the
transfer of funds to us from our competitors’ customers.
Assets. While we invest in equity assets with the expectation of achieving higher returns than would be available in our
core fixed-income investments, the returns on, and values of, these equity investments are subject to somewhat greater
market risk than our fixed-income investments. These investments, however, add diversification benefits to our fixed-income
investments. The table below shows the sensitivity of price changes to our equity assets owned.
December 31, 2005
December 31, 2004
(in millions)
Domestic Equities
Foreign Equities
Subtotal
Real Estate
Other Equity Interests
Total
Equity Derivatives (1) :
(in millions)
Equity Futures
Total Return Swaps
Put Options
Total
Carrying
Value
$
Fair
Value
$
10% Fair
Value
Increase
10% Fair
Value
Decrease
$
$
Carrying
Value
$
Fair
Value
$
32.3
112.4
144.7
182.7
365.0
692.4
32.3
112.4
144.7
196.0
365.4
706.1
35.5
123.7
159.2
215.6
401.9
776.7
29.1
101.1
130.2
176.4
328.9
635.5
43.3
117.8
161.1
191.4
311.2
663.7
43.3
117.8
161.1
205.1
311.0
677.2
$
$
$
$
$
$
Notional
Value
Fair
Value
10% Fair
Value
Increase
10% Fair
Value
Decrease
$
$
252.4
100.9
1,375.0
1,728.3
$
$
-
-
131.1
131.1
$
$
22.4
11.4
105.0
138.8
$
$
(22.4)
(11.4)
164.8
131.0
(1)
monthly settlement of total return swaps.
Assumes a +/– 10% change in underlying indexes. Fair value above does not reflect daily settlement of futures or
Liabilities. We have exposure to changes in our stock price through stock appreciation rights (“SARs”) issued in 2000
through 2005. The aggregate value for vested and non-vested SARs was $8.5 million and $5.4 million at December 31, 2005,
respectively. The aggregate value for vested and non-vested SARs was $9.5 million and $4.9 million at December 31, 2004,
respectively. This program is being hedged with equity derivatives as discussed below.
100
Derivatives Hedging Equity Risks. We use OTC equity call options on our stock to hedge against the increase in our
liabilities arising from SARs granted on our stock in 2000 through 2005. These call options require the counterparty to pay us
at specified future expiration dates the amount, if any, of the increase in our stock price over the strike price of the option,
applied to the number of contracts. We had 1.3 million call options on an equal number of shares of our stock at both
December 31, 2005 and 2004. The call option expirations are matched to the liabilities and expire in 2006 through 2010.
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. As of December 31, 2005, we had total return swaps
with a notional amount of $100.9 million. These total return swaps do not have a stated contract expiration date.
We use put options to hedge a portion of the liability related to our variable annuity products with a GMWB feature.
Put options are contracts that require counterparties to pay us 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. As of December 31,
2005, we had puts with a notional amount of $1.4 billion, which expire in 2009 through 2020.
We use equity futures to hedge a portion of the liability related to our variable annuity products with a GMWB and
GMDB feature. These futures contracts require payment between us and our counterparty on a daily basis for changes in the
futures index price. As of December 31, 2005, we had equity futures with a notional amount of $252.4 million, which expire
in 2006.
Default Risk. Our portfolio of invested assets was $43.2 billion as of December 31, 2005. Of this total, $28.4 billion
consists of corporate bonds and $3.7 billion consists of commercial mortgages. We manage the risk of adverse default
experience on these investments by applying disciplined credit evaluation and underwriting standards, prudently limiting
allocations to lower-quality, higher-yielding investments, and diversifying exposures by issuer, industry, region and property
type. For each counterparty or borrowing entity and its affiliates, our exposures from all transactions are aggregated and
managed in relation to formal limits set by rating quality and industry group. We remain exposed to occasional adverse
cyclical economic downturns during which default rates may be significantly higher than the long-term historical average
used in pricing.
We are depending on the ability of derivative product dealers and their guarantors to honor their obligations to pay the
contract amounts under various derivatives agreements. In order to minimize the risk of default losses, we diversify our
exposures among several dealers and limit the amount of exposure to each in accordance with the credit rating of each dealer
or its guarantor. We generally limit our selection of counterparties that are obligated under these derivative contracts to those
with an A credit rating or above.
Credit-Related Derivatives. We use various credit-related derivatives to minimize exposure to various credit-related
risks. We use credit default swaps to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A
credit swap allows us to put the bond back to the counterparty at par upon a credit event by the bond issuer. A credit event is
defined as bankruptcy, failure to pay, or obligation acceleration. As of December 31, 2004, we had credit swaps with notional
amounts of $8 million. At December 31, 2005, we had no purchased credit default swaps outstanding.
We also sell credit default swaps to offer credit protection to investors. The credit default swaps hedge the investor
against a drop in bond prices due to credit concerns of certain bond issuers. A credit swap allows the investor to put the bond
back to us at par upon a credit event by the bond issuer. A credit event is defined as bankruptcy, failure to pay, or
restructuring. As of December 31, 2005, we had credit default swaps with a notional amount of $20 million, which expire in
2010.
101
Item 8. Financial Statements and Supplementary Data
Selected Quarterly Financial Data
2005
Premiums and other considerations
Net investment income
Realized gain (loss) on investments, derivatives and sale of subsidiaries
Income before cumulative effect of accounting changes
Net income
Per share data-basic
Income before cumulative effect of accounting changes
Net income
Per share data-diluted
Income before cumulative effect of accounting changes
Net income
2004
Premiums and other considerations
Net investment income
Realized gain (loss) on investments, derivatives and sale of subsidiaries
Income before cumulative effect of accounting changes
Net income
Per share data-basic
Income before cumulative effect of accounting changes
Net income
Per share data-diluted
Income before cumulative effect of accounting changes
Net income
(in millions, except per share data)
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$
642.0
659.8
11.4
178.9
178.9
$
678.7
703.6
(9.1)
197.9
197.9
$
738.5
670.8
3.8
228.9
228.9
$
1.03
1.03
$
1.15
1.15
$
1.33
1.33
$
1.01
1.01
$
1.13
1.13
$
1.30
1.30
$
601.6
677.5
(20.1)
155.0
130.5
$
661.8
683.1
13.8
187.0
187.0
$
659.5
669.4
77.2
199.7
199.7
$
0.87
0.73
$
1.05
1.05
$
1.14
1.14
$
0.86
0.72
$
1.04
1.04
$
1.12
1.12
$
$
$
$
$
$
729.6
668.1
(9.3)
225.4
225.4
1.29
1.29
1.28
1.28
667.6
674.1
6.0
189.9
189.9
1.09
1.09
1.07
1.07
102
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for
LNC to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of internal control over financial reporting 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
w
ith policies or procedures.
Management assessed our internal control over financial reporting as of December 31, 2005, the end of our fiscal year.
Management based its assessment on criteria established in Internal Control–Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements
as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and
o
ur overall control environment.
Based on the assessment, management has concluded that our internal control over financial reporting was effective as
of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005,
has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is
included immediately below.
103
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Lincoln National Corporation
We have audited management’s assessment, included in the accompanying Management Report on Internal Controls Over
Financial Reporting, that Lincoln National Corporation maintained effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the Committee
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Lincoln National Corporation’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an
opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standard of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (s) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Lincoln National Corporation maintained effective internal control over
financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our
opinion, Lincoln National Corporation maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2005, based on COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the 2005 consolidated financial statements of Lincoln National Corporation and our report dated February 24, 2006 expressed
an unqualified opinion thereon.
Philadelphia, Pennsylvania
February 24, 2006
104
Report on Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Lincoln National Corporation
We have audited the accompanying consolidated balance sheets of Lincoln National Corporation (“Corporation”) as of
December 31, 2005 and 2004, and the related consolidated statements of income, shareholders’ equity, and cash flows for
each of the three years in the period ended December 31, 2005. Our audit also included the financial statement schedules
listed in the Index at 15(a)(2). These financial statements and schedules are the responsibility of the Corporation’s
management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in al material respects, the consolidated financial
position of Lincoln National Corporation at December 31, 2005 and 2004, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in Notes 1 and 2 to the consolidated financial statements, in 2004 the Corporation changed its method of
accounting for certain non-traditional long-duration contracts and for separate accounts. Also, as discussed in Note 2 to the
consolidated financial statements, in 2003 the Corporation changed its method of accounting for certain reinsurance
arrangements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the effectiveness of Lincoln National Corporation’s internal control over financial reporting as of December 31, 2005, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated February 24, 2006 expressed an unqualified opinion thereon.
Philadelphia, Pennsylvania
February 24, 2006
105
Consolidated Financial Statements
The Consolidated Financial Statements and Notes to Consolidated Financial Statements of Lincoln National
Corporation and Subsidiaries can be found on the following pages:
Consolidated Balance Sheets—December 31, 2005 and 2004
Consolidated Statements of Income—Years Ended December 31, 2005, 2004 and 2003
Consolidated Statements of Shareholders’ Equity—Years Ended December 31, 2005, 2004 and 2003
Consolidated Statements of Cash Flows—Years Ended December 31, 2005, 2004 and 2003
Notes to Consolidated Financial Statements
Page
107
108
109
111
112
106
LINCOLN NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
2005
2004
(000s omitted)
ASSETS
Investments:
Securities available-for-sale, at fair value:
Fixed maturity (cost: 2005—$32,384,030; 2004—$32,815,424) . . . . . . . . . . $ 33,443,204 $ 34,700,604
161,127
Equity (cost: 2005—$136,861; 2004—$145,809) . . . . . . . . . . . . . . . . . . . . .
3,237,377
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,856,908
Mortgage loans on real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191,364
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,870,593
Policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102,456
Derivative investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386,830
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,507,259
Total Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,661,686
Cash and invested cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,444,965
Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232,942
Premiums and fees receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
525,137
Accrued investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,067,549
Amounts recoverable from reinsurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,195,861
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,116,120
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,263,151
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets held in separate accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,204,595
$124,787,566 $116,219,265
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144,704
3,246,049
3,662,648
182,699
1,862,224
174,738
452,150
43,168,416
2,311,682
4,092,238
343,191
526,416
6,926,347
1,194,205
1,012,805
1,465,431
63,746,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Insurance and Investment Contract Liabilities:
Insurance policy and claim reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contractholder funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Insurance and Investment Contract Liabilities . . . . . . . . . . . . . . .
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Junior subordinated debentures issued to affiliated trusts . . . . . . . . . . . . . . . . . . .
Reinsurance related derivative liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Funds withheld reinsurance liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gain on indemnity reinsurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities related to separate accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ Equity:
Series A preferred stock—10,000,000 shares authorized (2005 liquidation
value—$1,241) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock—800,000,000 shares authorized . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Income:
$ 24,652,162 $ 24,328,125
23,074,398
47,402,523
214,415
1,048,636
339,800
375,342
1,895,092
2,650,293
912,980
55,204,595
110,043,676
22,570,597
47,222,759
119,900
998,995
333,987
292,174
2,011,934
2,840,623
835,970
63,746,835
118,403,177
524
1,774,584
4,081,504
566
1,654,785
3,589,533
Net unrealized gain on securities available-for-sale . . . . . . . . . . . . . . . . . . . .
Net unrealized gain on derivative instruments . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Accumulated Other Comprehensive Income . . . . . . . . . . . . . . . . .
Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . .
496,577
7,341
83,364
(59,505)
527,777
6,384,389
822,851
14,032
154,301
(60,479)
930,705
6,175,589
$124,787,566 $116,219,265
See accompanying Notes to the Consolidated Financial Statements
107
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
2005
2004
(000s omitted except for per share amounts)
2003
Revenue:
Insurance premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment advisory fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred gain on indemnity reinsurance . . . . . . . . . . .
Other revenue and fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 308,398 $ 298,904 $ 280,951
1,417,488
1,586,283
205,018
252,500
2,638,526
2,704,129
356,389
76,798
75,842
88,282
309,667
364,378
1,762,191
278,982
2,702,324
(3,231)
77,010
362,264
Total Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,487,938
5,371,274
5,283,881
Benefits and Expenses:
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting, acquisition, insurance and other expenses . . . . . . . . . . .
Interest and debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,365,620
1,959,023
88,651
2,303,652
1,931,504
100,460
2,414,443
1,726,774
95,101
Total Benefits and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,413,294
4,335,616
4,236,318
Income before Federal Income Taxes and Cumulative Effect of
Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,074,644
243,589
1,035,658
304,147
1,047,563
280,408
Income before Cumulative Effect of Accounting Changes . . . . . . . . . . .
Cumulative Effect of Accounting Changes (net of Federal income
831,055
731,511
767,155
taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(24,502)
(255,219)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 831,055 $ 707,009 $ 511,936
Earnings Per Common Share-Basic
Income before Cumulative Effect of Accounting Changes . . . . . . . . . $
Cumulative Effect of Accounting Changes (net of Federal income
4.80 $
4.15 $
4.33
taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(0.14)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4.80 $
4.01 $
(1.44)
2.89
Earnings Per Common Share-Diluted:
Income before Cumulative Effect of Accounting Changes . . . . . . . . . $
Cumulative Effect of Accounting Changes (net of Federal income
4.72 $
4.09 $
4.27
taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(0.14)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4.72 $
3.95 $
(1.42)
2.85
See accompanying Notes to the Consolidated Financial Statements
108
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
2003
2004
2005
(000s omitted except for per share
amounts)
Series A Preferred Stock:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion into common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
566
(42)
524
$
593
(27)
566
666
(73)
593
Common Stock:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of series A preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation/issued for benefit plans . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation payable in stock . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,654,785
42
139,454
2,528
(22,225)
1,528,701
27
149,226
46,390
(69,559)
1,467,439
73
61,189
—
—
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,774,584
1,654,785
1,528,701
Retained Earnings:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less other comprehensive income (loss) (net of federal income tax):
Net unrealized gain (loss) on securities available-for-sale, net of
reclassification adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unrealized loss on derivative instruments . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment
. . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustment
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends declared:
3,589,533
428,127
3,413,302
768,685
3,144,831
646,411
(326,274)
(6,691)
(70,937)
974
831,055
(81,367)
29,797
(8,062)
45,308
(5,367)
39,782
(6,255)
58,213
42,735
707,009
(280,670)
511,936
—
Series A preferred ($3.00 per share)
. . . . . . . . . . . . . . . . . . . . . . . . .
Common (2005-$1.475; 2004-$1.415; 2003-$1.355) . . . . . . . . . . . .
(48)
(257,669)
(53)
(250,055)
(58)
(243,407)
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,081,504
3,589,533
3,413,302
Net Unrealized Gain on Securities Available-for-Sale:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during the year
822,851
(326,274)
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
496,577
793,054
29,797
822,851
753,272
39,782
793,054
Net Unrealized Gain on Derivative Instruments:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during the year
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,032
(6,691)
7,341
22,094
(8,062)
14,032
28,349
(6,255)
22,094
Foreign Currency Translation Adjustment:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during the year
154,301
(70,937)
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,364
108,993
45,308
154,301
50,780
58,213
108,993
Minimum Pension Liability Adjustment:
Balance at beginning-of-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change during the year
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(60,479)
974
(59,505)
(55,112)
(5,367)
(60,479)
(97,847)
42,735
(55,112)
Total Shareholders’ Equity at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$6,384,389
$6,175,589
$5,811,625
See accompanying Notes to the Consolidated Financial Statements
109
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
-CONTINUED-
Series A Preferred Stock:
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning-of-year
Conversion into common stock . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,912
(1,397)
15,515
17,746
(834)
16,912
20,118
(2,372)
17,746
2005
2004
2003
(Number of Shares)
Common Stock:
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at beginning-of-year
Conversion of series A preferred stock . . . . . . . . . . . . . . . . . . . .
Stock compensation/issued for benefit plans . . . . . . . . . . . . . . .
Retirement of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
173,557,730 178,212,455 177,307,999
37,952
866,504
—
22,352
2,518,996
(2,331,000)
13,344
2,943,841
(7,611,910)
Balance Issued and Outstanding at End-of-Year
. . . . . . . .
173,768,078 173,557,730 178,212,455
Common Stock at End-of-Year:
Assuming conversion of preferred stock . . . . . . . . . . . . . . .
Diluted basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174,016,318 173,828,322 178,496,391
176,932,188 176,097,420 180,695,189
See accompanying Notes to the Consolidated Financial Statements
110
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Premiums and fees receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy liabilities and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net trading securities purchases, sales and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on reinsurance embedded derivative/trading securities . . . . . . . . . . . . . . . . . . . .
Cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contractholder funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension plan contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts recoverable from reinsurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized loss on investments and derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of subsidiaries/business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
2005
2004
2003
(000s omitted)
$
831,055
$
707,009
$
511,936
(442,101)
(14,450)
(1,279)
(244,689)
(107,284)
(4,653)
—
808,869
(94,900)
141,202
137,350
51,623
78,219
75,049
22,115
(14,231)
(77,010)
(172,831)
(354,066)
96,510
(2,417)
(470,845)
(64,401)
970
37,695
778,502
(42,200)
300,820
134,934
55,635
61,116
130,040
57,248
(135,015)
(88,282)
(172,904)
(335,651)
(139,173)
14,000
16,054
(467,098)
(4,118)
392,541
1,120,520
(67,205)
(527,082)
222,617
59,313
65,627
88,153
19,191
—
(75,842)
38,103
419,950
931,886
Net Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140,999
323,340
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
972,054
1,030,349
Cash Flows from Investing Activities:
Securities-available-for-sale:
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sale or maturity of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposition of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
(5,869,068)
4,027,139
2,368,255
(1,008,720)
1,153,481
14,231
23,231
(9,323,526)
5,253,386
2,468,286
(1,937,871)
2,188,422
173,560
23,515
(13,791,838)
8,425,329
3,071,282
(1,523,384)
1,768,833
—
(5,131)
Net Cash Provided By (Used in) Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . .
708,549
(1,154,228)
(2,054,909)
Cash Flows from Financing Activities:
Long-term debt
Redemption of debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(240,936)
—
(126,621)
243,767
—
—
Junior subordinated debentures issued to affiliated trusts
Retirement / call . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net decrease in short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Universal life and investment contract deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Universal life and investment contract withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment contract transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in funds withheld liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in cash collateral on loaned securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock issued for benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
98,400
5,156,407
(4,455,699)
(1,482,777)
116,841
45,009
90,824
(103,591)
(255,085)
—
—
(22,476)
4,928,315
(3,353,031)
(1,336,438)
77,187
181,013
82,033
(350,229)
(249,151)
(204,987)
145,275
(109,069)
4,935,740
(2,746,914)
(816,826)
55,879
112,236
12,699
—
(240,348)
Net Cash Provided by (Used in) Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,030,607)
74,369
1,143,685
Net Increase (Decrease) in Cash and Invested Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Invested Cash at Beginning-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
649,996
1,661,686
(49,510)
1,711,196
20,662
1,690,534
Cash and Invested Cash at End-of-Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,311,682
$ 1,661,686
$ 1,711,196
See accompanying Notes to the Consolidated Financial Statements
111
LINCOLN NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Basis of Presentation. The accompanying Consolidated Financial Statements include Lincoln National Corporation
and its majority-owned subsidiaries (“LNC” or the “Company” which also may be referred to as “we” or “us”). Through
subsidiary companies, we operate multiple insurance and investment management businesses divided into four business
segments (see Note 11). The collective group of companies uses “Lincoln Financial Group” as its marketing identity. Less
than majority-owned entities in which we have at least a 20% interest are reported on the equity basis. These Consolidated
Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States
(“GAAP”). The balance sheet information presented in these financial statements and notes thereto is as of December 31 for
each respective year. The statement of income information is for the year ended December 31 for each respective year.
Use of Estimates. The nature of the insurance and investment management businesses requires management to make
numerous estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and
accompanying notes. Actual results may differ from those estimates.
Investments. Securities available-for-sale consist of fixed maturity and equity securities, which are carried at fair
value. The cost of available-for-sale fixed maturity securities is adjusted for amortization of premiums and discounts. The
cost of available-for-sale fixed maturity and equity securities is reduced to fair value with a corresponding charge to realized
loss on investments for declines in value that are other than temporary.
Trading securities consist of fixed maturity and equity securities in designated portfolios, which support modified
coinsurance (“Modco”) and coinsurance with funds withheld (“CFW”) reinsurance arrangements. Investment results for these
portfolios, including gains and losses from sales, are passed directly to the reinsurers through the contractual terms of the
reinsurance arrangements. Trading securities are carried at fair value and changes in fair value are recorded in net income as
they occur. Offsetting these amounts are corresponding changes in the fair value of embedded derivative liabilities associated
with the underlying reinsurance arrangements.
For the mortgage-backed securities portion of the trading and available-for-sale fixed maturity securities portfolios, we
recognize investment income using a constant effective yield based on anticipated prepayments and the estimated economic
life of the securities. When estimates of prepayments change, the effective yield is recalculated to reflect actual payments to
date and anticipated future payments. When the effective yield changes, the carrying value of the security is adjusted
prospectively. This adjustment is reflected in net investment income.
Mortgage loans on real estate, which are primarily held in the Life Insurance and Lincoln Retirement segments, are
carried at the outstanding principal balances adjusted for amortization of premiums and discounts and are net of valuation
allowances. Valuation allowances are established for the excess carrying value of the mortgage loan over its estimated fair
value when it is probable that, based upon current information and events, we will be unable to collect all amounts due under
the contractual terms of the loan agreement. When we determine that a loan is impaired, the cost is adjusted or a provision for
loss is established equal to the difference between the amortized cost of the mortgage loan and the estimated value. Estimated
value is based on: 1) the present value of expected future cash flows discounted at the loan’s effective interest rate; 2) the
loan’s observable market price; or 3) the fair value of the collateral. Mortgage loans deemed to be uncollectible are charged
against the allowance for losses and subsequent recoveries, if any, are credited to the allowance for losses. The net provision
for losses is reported as realized gain (loss) on investments. Interest income on mortgage loans includes interest collected,
the change in accrued interest, and amortization of premiums and discounts. Mortgage loan fees and costs are recorded in net
investment income as they are incurred.
Investment real estate is carried at cost less accumulated depreciation. Depreciation is provided on a straight-line basis
over the estimated useful life of the asset. Cost is adjusted for impairment when the projected undiscounted cash flow from
the investment is less than the carrying value. Impaired real estate is written down to the estimated fair value of the real
estate, which is generally computed using the present value of expected future cash flows from the real estate discounted at a
rate commensurate with the underlying risks. Also, valuation allowances for losses are established, as appropriate, for real
estate holdings that are in the process of being sold. Real estate acquired through foreclosure proceedings is reclassified on
the balance sheet from mortgage loans on real estate to real estate and is recorded at fair value at the settlement date, which
establishes a new cost basis. If a subsequent periodic review of a foreclosed property indicates the fair value, less estimated
costs to sell, is lower than the carrying value at settlement date, the carrying value is adjusted to the lower amount. Write-
downs to real estate and any changes to the reserves on real estate are reported as realized gain (loss) on investments.
112
Policy loans are carried at aggregate unpaid balances.
Cash and invested cash are carried at cost and include all highly liquid debt instruments purchased with a maturity of
three months or less.
Realized gain (loss) on investments includes realized gains and (losses) from the sale of investments, derivative gains
(losses), gains on sale of subsidiaries/business, and net gain on reinsurance embedded derivative/trading securities. See Note
4 for additional detail. Realized gain (loss) on investments is recognized in net income, net of associated amortization of
deferred acquisition costs and investment expenses, using the specific identification method. Changes in the fair values of
available-for-sale securities carried at fair value are reported as a component of accumulated other comprehensive income,
after deductions for related adjustments for deferred acquisition costs and amounts required to satisfy policyholder
commitments that would have been recorded had these securities been sold at their fair value, and after deferred taxes or
credits to the extent deemed recoverable.
Derivative Instruments. We hedge certain portions of our exposure to interest rate risk, credit risk, foreign exchange
risk and equity fluctuation risk by entering into derivative transactions. A description of our accounting for the hedging of
such risks is discussed in the following paragraphs.
We recognize all derivative instruments as either assets or liabilities in the Consolidated Balance Sheet at fair value.
The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments
that are designated and qualify as hedging instruments, we must designate the hedging instrument based upon the exposure
being hedged—as a cash flow hedge, fair value hedge or a hedge of a net investment in a foreign operation. As of December
31, 2005 and 2004, we had derivative instruments that were designated and qualified as cash flow hedges and fair value
hedges. In addition, we had derivative instruments that were economic hedges, but were not designated as hedging
instruments under Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments
and Hedging Activities” (“SFAS 133”).
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss
on the derivative instrument is reported as a component of other comprehensive income (“OCI”) and reclassified into net
income in the same period or periods during which the hedged transaction affects net income. The remaining gain or loss on
the derivative instrument in excess of the cumulative change in the present value of designated future cash flows of the
hedged item (hedge ineffectiveness), if any, is recognized in net income during the period of change. For derivative
instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the
offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in net income during the period of
change in fair values. For derivative instruments that are designated and qualify as a hedge of a net investment in a foreign
operation, the gain or loss is reported in OCI as part of the cumulative translation adjustment to the extent it is effective. For
derivative instruments not designated as hedging instruments but are economic hedges, the gain or loss is recognized in
current income during the period of change in the corresponding income statement line as the transaction being hedged.
We have certain Modco and CFW reinsurance arrangements with embedded derivatives related to the funds withheld
assets. These derivatives are considered total return swaps with contractual returns that are attributable to various assets and
liabilities associated with these reinsurance arrangements. Changes in the fair value of these derivatives are recorded in net
income as they occur. Offsetting these amounts are corresponding changes in the fair value of trading securities in portfolios
that support these arrangements.
See Note 9 for further discussion of our accounting policy for derivative instruments.
Loaned Securities. Securities loaned are treated as collateralized financing transactions and a liability is recorded
equal to the cash collateral received which is typically greater than the market value of the related securities loaned. This
liability is included within other liabilities within our Consolidated Balance Sheet. Our agreements with third parties
generally contain contractual provisions to allow for additional collateral to be obtained when necessary. We value collateral
daily and obtain additional collateral when deemed appropriate.
Property and Equipment. Property and equipment owned for company use is included in other assets in our
Consolidated Balance Sheet and is carried at cost less allowances for depreciation. Provisions for depreciation of investment
real estate and property and equipment owned for company use are computed principally on the straight-line method over the
estimated useful lives of the assets.
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Premiums and Fees on Investment Products and Universal Life and Traditional Life Insurance Products.
Investment Products and Universal Life Insurance Products: Investment products consist primarily of individual and
group variable and fixed deferred annuities. Universal life insurance products include universal life insurance, variable
universal life insurance, and other interest-sensitive life insurance policies. These products include life insurance sold to
individuals, corporate-owned life insurance and bank-owned life insurance. Revenues for investment products and universal
life insurance products consist of net investment income, asset based fees, cost of insurance charges, percent of premium
charges, policy administration charges and surrender charges that have been assessed and earned against policy account
balances and premiums received during the period. The timing of revenue recognition as it relates to fees assessed on
investment contracts is determined based on the nature of such fees. Asset based fees, cost of insurance and policy
administration charges are assessed on a daily or monthly basis and recognized as revenue when assessed and earned. Percent
of premium charges are assessed at the time of premium payment and recognized as revenue when assessed and earned.
Certain amounts assessed that represent compensation for services to be provided in future periods are reported as unearned
revenue and recognized in income over the periods benefited. Surrender charges are recognized upon surrender of a contract
by the contractholder in accordance with contractual terms.
Traditional Life Insurance Products: Traditional life insurance products include those products with fixed and
guaranteed premiums and benefits and consist primarily of whole life insurance, limited-payment life insurance, term life
insurance and certain annuities with life contingencies. Premiums for traditional life insurance products are recognized as
revenue when due from the policyholder.
Investment Advisory Fees. As specified in the investment advisory agreements with the mutual funds, fees are
generally determined and recognized as revenues monthly, based on the average daily net assets of the mutual funds
managed. Investment advisory contracts with non-mutual fund clients generally provide for the determination and payment of
advisory fees based on market values of managed portfolios at the end of a calendar month or quarter, or the average of the
market values at the beginning and end of the monthly or quarterly period. Investment management and advisory contracts
typically are renewable annually by the fund’s board. Contracts with non-mutual fund clients normally continue until
terminated by either party or at the end of a specified term and often have cancellation clauses ranging up to 30 to 180 days.
Investment advisory fees include amounts that are ultimately paid to sub-advisors for managing the sub-advised assets. The
amounts paid to sub-advisors are included in benefits and expenses.
Other Revenues and Fees. Other revenue and fees primarily consist of amounts earned by our retail distribution arm,
Lincoln Financial Advisors (“LFA”), from sales of third party insurance and investment products. Such revenue is recorded
as earned at the time of sale. Other revenues and fees also includes revenues from our Life Insurance, Investment
Management and Lincoln UK segments not captured in other components of revenue.
Assets Held in Separate Accounts/Liabilities Related to Separate Accounts. Assets and liabilities related to
separate accounts represent segregated funds administered and invested by our insurance subsidiaries for the exclusive
benefit of pension and variable life and annuity contractholders and for unit-linked accounts of our U.K. subsidiaries. Both
the assets and liabilities are carried at fair value. The fees earned by our insurance subsidiaries for administrative and
contractholder maintenance services performed for these separate accounts are included in insurance fee revenue.
Deferred Acquisition Costs, Deferred Front End Loads, Deferred Sales Inducements. Commissions and other
costs of acquiring universal life insurance, variable universal life insurance, unit-linked products, traditional life insurance,
annuities and other investment contracts, which vary with and are primarily related to the production of new business, have
been deferred to the extent recoverable. The methodology for determining the amortization of acquisition costs varies by
product type based on two different accounting pronouncements: SFAS No. 97, “Accounting and Reporting by Insurance
Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments” (“SFAS
97”) and SFAS No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS 60”). Under SFAS 97, acquisition
costs for universal life and variable universal life insurance and investment-type products, which include unit-linked products
and fixed and variable deferred annuities, are amortized over the lives of the policies in relation to the incidence of estimated
gross profits (“EGPs”) from surrender charges, investment, mortality net of reinsurance ceded and expense margins, and
actual realized gain (loss) on investments. Past amortization amounts are adjusted when revisions are made to the estimates
of current or future gross profits expected from a group of products. Policy lives for universal and variable universal life
policies are estimated to be 30 years, based on the expected lives of the policies and are variable based on the inception of
each policy for unit-linked policies. Policy lives for fixed and variable deferred annuities are 14 to 20 years for the traditional,
long surrender charge period products and 8 to 10 years for the more recent short-term, or no surrender charge variable
products. The front-end load annuity product has an assumed life of 25 years. Longer lives are assigned to those blocks that
have demonstrated favorable experience.
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Under SFAS 60, acquisition costs for traditional life insurance products, which include whole life and term life
insurance contracts, are amortized over periods of 10 to 30 years on either a straight-line basis or as a level percent of
premium of the related policies depending on the block of business. There are currently no deferred acquisition costs
(“DAC”) being amortized under SFAS 60 for fixed and variable payout annuities.
For all SFAS 97 and SFAS 60 policies, amortization is based on assumptions consistent with those used in the
development of the underlying policy form adjusted for emerging experience and expected trends.
Policy sales charges that are collected in the early years of an insurance policy have been deferred (referred to as
“deferred front-end loads” or “DFEL”) and are amortized into income over the life of the policy in a manner consistent with
that used for DAC. (See above for discussion of amortization methodologies.)
Bonus credits and excess interest for dollar cost averaging (“DCA”) contracts are considered sales inducements and are
deferred as a sales inducement asset (referred to as “deferred sales inducements” or “DSI”) included in other assets. DSI is
amortized as a benefit expense over the expected life of the contract. Amortization is computed using the same methodology
and assumptions used in amortizing DAC.
Benefits and Expenses. Benefits and expenses for universal life-type and other interest-sensitive life insurance
products include interest credited to policy account balances and benefit claims incurred during the period in excess of policy
account balances. Interest crediting rates associated with funds invested in the general account of LNC’s insurance
subsidiaries during 2003 through 2005 ranged from 4.00% to 7.00%. For traditional life, group health and disability income
products, benefits and expenses, other than DAC, are recognized when incurred in a manner consistent with the related
premium recognition policies. Benefits and expenses includes the change in reserves for annuity products with guaranteed
benefits, such as guaranteed minimum death benefits (“GMDB”) and guaranteed income benefits (“GIB”), and the change in
fair values of guarantees for annuity products with guaranteed minimum withdrawal benefits (“GMWB”).
Interest and debt expense includes interest on short-term commercial paper, long-term senior debt that we issue and
junior subordinated debentures issued to affiliated trusts.
Goodwill and Other Intangible Assets. Goodwill, as measured by the excess of the cost of acquired subsidiaries or
businesses over the fair value of net assets acquired, is not amortized, but is subject to impairment tests conducted at least
annually.
Other intangible assets for acquired insurance businesses consist of the value of existing blocks of business (referred to
as the “present value of in-force”). The present value of in-force (“PVIF”) is amortized over the expected lives of the block of
insurance business in relation to the incidence of estimated profits expected to be generated on universal life, variable
universal life and investment-type products acquired, (i.e., unit-linked products and variable deferred annuities) and over the
premium paying period for insurance products acquired, (i.e., traditional life insurance products). Amortization is based upon
assumptions used in pricing the acquisition of the block of business and is adjusted for emerging experience. Accordingly,
amortization periods and methods of amortization for PVIF vary depending upon the particular characteristics of the
underlying blocks of acquired insurance business. PVIF is amortized in a manner consistent with DAC.
Other intangible assets for Investment Management subsidiaries that we acquired include institutional customer
relationships, covenants not to compete and mutual fund customer relationships. These assets are required to be amortized on
a straight-line basis over their useful life for periods ranging from 14 to 15 years depending upon the characteristics of the
particular underlying relationships for the intangible asset.
The carrying values of other intangible assets are reviewed periodically for indicators of impairment in value that are
other than temporary, including unexpected or adverse changes in the following: (1) the economic or competitive
environments in which the company operates, (2) profitability analyses, (3) cash flow analyses, and (4) the fair value of the
relevant subsidiary. If there was an indication of impairment then the cash flow method would be used to measure the
impairment and the carrying value would be adjusted as necessary.
Insurance and Investment Contract Liabilities. The liabilities for future policy benefits and claim reserves for
universal and variable universal life insurance policies consist of policy account balances that accrue to the benefit of the
policyholders, excluding surrender charges. The liabilities for future insurance policy benefits and claim reserves for
traditional life policies are computed using assumptions for investment yields, mortality and withdrawals based principally on
generally accepted actuarial methods and assumptions at the time of policy issue. Interest assumptions for traditional direct
individual life reserves for all policies range from 2.25% to 7.00% depending on the time of policy issue. The interest
assumptions for immediate and deferred paid-up annuities range from 0.75% to 13.50%.
115
Beginning January 1, 2004, the liabilities for future claim reserves for variable annuity products containing GMDB
features are calculated by multiplying the benefit ratio (present value of total expected GMDB payments over the life of the
contract divided by the present value of total expected assessments over the life of the contract) by the cumulative
assessments recorded from the contract inception through the balance sheet date less the cumulative GMDB payments plus
interest. The change in the reserve for a period is the benefit ratio multiplied by the assessments recorded for the period less
GMDB claims paid in the period plus interest. If experience or assumption changes result in a new benefit ratio, the reserves
are unlocked to reflect the changes in a manner similar to DAC. Prior to January 1, 2004, the liabilities for future claim
reserves for the GMDB feature were a function of the net amount at risk (“NAR”), mortality, persistency and incremental
death benefit mortality and expense assessments (“M&E”) expected to be incurred over the period of time for which the NAR
was positive.
With respect to its insurance and investment contract liabilities, we continually review: 1) overall reserve position; 2)
reserving techniques and 3) reinsurance arrangements. As experience develops and new information becomes known,
liabilities are adjusted as deemed necessary. The effects of changes in estimates are included in the operating results for the
period in which such changes occur.
The business written or assumed by us includes participating life insurance contracts, under which the policyholder is
entitled to share in the earnings of such contracts via receipt of dividends. The dividend scale for participating policies is
reviewed annually and may be adjusted to reflect recent experience and future expectations. As of December 31, 2005 and
2004 participating policies comprised approximately 3% of the face amount of insurance in force, and dividend expenses
were $80.2 million, $81.6 million and $82.5 million for 2005, 2004, and 2003, respectively.
Reinsurance. Our insurance companies enter into reinsurance agreements with other companies in the normal course
of their business. Assets/Liabilities and premiums/benefits from certain reinsurance contracts that grant statutory surplus
relief to other insurance companies are netted on the balance sheets and income statements, respectively, since there is a right
of offset. All other reinsurance agreements are reported on a gross basis in the balance sheets as an asset for amounts
recoverable from reinsurers or as a component of other liabilities for amounts, such as premiums, owed to the reinsurers, with
the exception of Modco agreements for which the right of offset also exists.
Pension and Other Postretirement Benefit Plans. Pursuant to the accounting rules for our obligations to employees
under our various pension and other postretirement benefit plans, we are required to make a number of assumptions to
estimate related liabilities and expenses. We use assumptions for the weighted-average discount rate, expected return on plan
assets and a salary increase assumption to estimate pension expense. The discount rate assumptions are determined using an
analysis of current market information and the projected benefit flows associated with these plans. The expected long-term
rate of return on plan assets is initially established at the beginning of the plan year based on historical and projected future
rates of return and is the average rate of earnings expected on the funds invested or to be invested in the plan. The calculation
of our accumulated postretirement benefit obligation also uses an assumption of weighted-average annual rate of increase in
the per capita cost of covered benefits, which reflects a health care cost trend rate. See Note 8 for more information on our
accounting for employee benefit plans.
Stock Based Compensation. We expense the fair value of stock awards included in our incentive compensation plans.
On the date our Board of Directors approves stock awards, the fair value of stock options is determined using a Black-Sholes
options valuation methodology. The fair value of other stock awards is based upon the market value of the stock. The fair
value of the awards is expensed over the service period, which generally corresponds to the vesting period, and is recognized
as an increase to common stock in shareholders’ equity. For additional information on stock based incentive compensation
see Note 8.
Advertising. We expense the cost of producing and disseminating company advertising as incurred.
Foreign Currency Translation. Our foreign subsidiaries’ balance sheet accounts and income statement items are
translated at the current and average exchange rates for the year, respectively. Resulting translation adjustments are reported
as a component of shareholders’ equity. Other translation adjustments for foreign currency transactions that affect cash flows
are reported in comprehensive income.
Earnings per Share. Basic earnings per share is computed by dividing earnings available to common shareholders by
the average common shares outstanding. Diluted earnings per share is computed assuming the conversion or exercise of
dilutive convertible preferred securities, non-vested stock, stock options, performance share units and deferred compensation
shares outstanding during the year.
116
Income Taxes. We file a U.S. consolidated income tax return that includes all of our eligible subsidiaries. Deferred
income taxes are recognized when assets and liabilities have different values for financial statement and tax reporting
purposes. A valuation allowance is recorded to the extent required to reduce the deferred tax asset to an amount that we
expect, more likely than not, will be realized. See Note 5 for additional information.
Reclassifications. Certain amounts reported in prior years’ Consolidated Financial Statements have been reclassified to
conform with the presentation adopted in the current year. These reclassifications have no effect on net income or
shareholders’ equity of the prior years.
2. Changes in Accounting Principles and Changes in Estimates
SFAS No. 123(r) - Accounting for Share-Based Payment. In December 2004, the Financial Accounting Standards
Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(r)”), which is a revision of
SFAS No. 123, “Accounting for Stock-based Compensation.” SFAS No. 123(r) requires recognition in the income statement
of all share-based payments to employees based on their fair values. We had previously adopted the retroactive restatement
method under SFAS No. 148, “Accounting for Stock-based Compensation – Transition and Disclosure,” and restated all
periods presented to reflect stock-based employee compensation cost under the fair value accounting method for all employee
awards granted, modified or settled in fiscal years beginning after December 15, 1994.
We currently use the Black-Scholes formula to estimate the value of stock options granted to employees. We are
evaluating the use of other acceptable option valuation models upon the required adoption of SFAS 123(r). SFAS 123(r) also
requires the reporting of the benefits of tax deductions in excess of recognized compensation as financing cash flow rather
than as an operating cash flow. In April 2005, the Securities and Exchange Commission (“SEC”) deferred required
implementation to January 1, 2006. We do not expect the adoption of SFAS 123(r) to have a material effect on our results of
operations, operating cash flows or financial position.
Statement of Position 05-1. In September 2005, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants (“AICPA”) issued Statement of Position (“SOP”) 05-1, “Accounting by Insurance
Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts” (“SOP
05-1”). SOP 05-1 addresses the accounting for DAC on internal replacements other than those described in SFAS 97. An
internal replacement is defined by SOP 05-1 as a modification in product benefits, features, rights or coverages that occurs by
(a) exchanging the contract for a new contract, (b) amending, endorsing or attaching a rider to the contract, or (c) electing a
feature or coverage within a replaced contract. Contract modifications that result in a substantially unchanged contract will
be accounted for as a continuation of the replaced contract. Contract modifications that result in a substantially changed
contract should be accounted for as an extinguishment of the replaced contract, and any unamortized DAC, unearned revenue
and deferred sales charges must be written-off. SOP 05-1 is to be applied prospectively and is effective for internal
replacements occurring in fiscal years beginning after December 15, 2006. We expect to adopt SOP 05-1 effective January 1,
2007. We are currently evaluating the potential effects of SOP 05-1 on our consolidated financial condition and results of
operations.
EITF 03-1 – The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.
In March 2004, the FASB’s Emerging Issues Task Force (“EITF”) reached a final consensus on Issue 03-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”). EITF 03-1 established
impairment models for determining whether to record impairment losses associated with investments in certain equity and
debt securities. It also required the accrual of income on a level-yield basis following an impairment of debt securities, where
reasonable estimates of the timing and amount of future cash flows can be made.
In September 2004, the FASB delayed the effective date of the accounting and measurement provisions of EITF 03-1
in order to consider further guidance. However, the disclosure requirements and the definition of other-than-temporary
impairment (“OTTI”) included in EITF 03-1 were not delayed, and accordingly we adopted the definition of OTTI to
evaluate all securities within the scope of EITF 03-1 and provided the required disclosures.
In November 2005, the FASB issued FASB Staff Position (“FSP”) FAS 115-1 and FAS 124-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP 115-1”). The guidance in FSP 115-1
nullifies the accounting and measurement provisions of EITF 03-1, references existing OTTI guidance, and supersedes EITF
Topic No. D-44 “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost
Exceeds Fair Value.” FSP 115-1 will be applied prospectively and is effective for reporting periods beginning after
December 15, 2005. We will adopt FSP 115-1 on January 1, 2006. Our existing policies for recognizing OTTIs are
consistent with the guidance in FSP 115-1, therefore we do not expect the adoption will have an effect on our consolidated
financial condition or results of operations.
117
SFAS No. 155 – Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133
and 140. In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an
amendment of FASB Statements No. 133 and 140” (“SFAS 155”), which permits fair value remeasurement for a hybrid financial
instrument that contains an embedded derivative that otherwise would require bifurcation. Under SFAS 155, an entity may make an
irrevocable election to measure a hybrid financial instrument at fair value, in its entirety, with changes in fair value recognized in
earnings. SFAS 155 also: (a) clarifies which interest-only strips and principal-only strips are not subject to the requirements of
SFAS 133; (b) eliminates the interim guidance in SFAS 133 Implementation Issue No. D1, “Application of Statement 133 to
Beneficial Interests in Securitized Financial Assts,” and establishes a requirement to evaluate beneficial interests in securitized
financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an
embedded derivative requiring bifurcation; (c) clarifies that concentrations of credit risk in the form of subordination are not
embedded derivatives; and, (d) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative
financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. We expect to adopt
SFAS 155 for all financial instruments acquired, issued, or subject to a remeasurement event occurring after January 1, 2007. Upon
adoption of SFAS 155, the fair value election may also be applied to hybrid financial instruments that had previously been
bifurcated pursuant to SFAS 133. Prior period restatement is not permitted. We are currently evaluating the potential effects of
SFAS 155 on our consolidated financial condition and results of operations.
Statement of Position 03-1. Effective January 1, 2004, we implemented the provisions of AICPA SOP 03-1,
“Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate
Accounts” (“SOP 03-1”). Adjustments arising from implementation, as discussed below, were recorded in net income as a
cumulative effect of accounting change.
Guaranteed Minimum Death Benefit Reserves. Although there was no method prescribed under GAAP for GMDB
reserving until the issuance of SOP 03-1, our Lincoln Retirement segment had been recording a reserve for GMDBs. At
December 31, 2003, our GMDB reserve was $46.4 million. Adoption of the GMDB reserving methodology under SOP 03-1
resulted in a decrease to reserves of $9.7 million pre-tax. GMDB reserves were $14.8 million and $18.2 million at December
31, 2005 and 2004, respectively.
Application of SOP 03-1 impacts EGPs used to calculate amortization of DAC, PVIF, DSI, and the liability for DFEL.
The benefit ratio approach under SOP 03-1 results in a portion of future GMDB fees being accrued as a liability for future
GMDB reserves. As a result, the EGPs used in our determination of DAC amortization are lower under SOP 03-1. Therefore
upon adoption of SOP 03-1 we reported an unfavorable DAC/PVIF/DSI/DFEL unlocking as a negative cumulative effect
adjustment of $43.2 million pre-tax in 2004.
The combined effects of the GMDB reserve requirements and related unlocking adjustments from implementation of
SOP 03-1 resulted in a charge to net income for the cumulative effect of accounting change of $33.5 million pre-tax ($21.8
million after-tax) in 2004.
Sales Inducements. Our Lincoln Retirement segment variable annuity product offerings include contracts that offer a
bonus credit, typically ranging from 2% to 5% of each deposit. We also offer enhanced interest rates to variable annuity
contracts that are under DCA funding arrangements. Bonus credits and excess DCA interest are considered sales inducements
under SOP 03-1 and, as such, are to be deferred as a sales inducement asset and amortized as a benefit expense over the
expected life of the contract. Amortization is computed using the same methodology and assumptions used in amortizing
DAC.
We previously deferred bonus credits as part of the DAC asset and reported the amortization of bonus credits as part of
DAC amortization. Upon implementation of SOP 03-1, we reclassified bonus credits of $45.2 million from DAC to DSI,
which are reported in other assets on the Consolidated Balance Sheets. Amortization of the DSI asset is reported as part of
benefit expense. Prior period balance sheet and income statement line item presentation has been reclassified to conform to
the new basis of presentation.
We previously reported excess DCA interest as benefit expense when the excess interest was earned under the contract.
As required by SOP 03-1, during the first quarter of 2004, we began deferring excess DCA interest as DSI and amortizing
this DSI as benefit expense over the expected life of the contract. Over the long run the same amount of excess DCA interest
expense will emerge under SOP 03-1 as under our previous accounting method. However, due to the prospective treatment of
new DSI, our net income was $7.9 million higher under SOP 03-1 in 2004 relative to the approach used in 2003. This pattern
is expected to continue for near term financial reporting periods.
118
Universal Life Contracts. Our Life Insurance segment offers an array of individual and survivor-life universal life
insurance products that contain features for which SOP 03-1 might apply. A review of the products and their features for
possible SOP implications concluded that no additional reserves were necessary with the exception of the MoneyGuard®
product. MoneyGuard® is a universal life insurance product with an acceleration of death benefit feature that provides
convalescent care benefit payments when the insured becomes chronically ill. There is an optional extension of benefit rider
available that will provide continuation of the convalescent care benefit payments once the total benefits from the base policy
have been exhausted. The optional extended benefit payments can be for 2 years, 4 years, or the remaining life of the insured.
Charges for the extension rider are deducted from the base policy account value and vary by the length of extension period
selected. The adoption of SOP 03-1 in 2004 resulted in a charge recorded as a cumulative effect of accounting change of $4.2
million pre-tax ($2.7 million after-tax) for the extension of benefit feature in MoneyGuard®.
FSP FAS 97-1 - Situations in Which Paragraphs of FASB Statement No. 97 Permit or Require Accrual of an
Unearned Revenue Liability. In June 2004, the FASB issued FSP FAS 97-1 (“FSP 97-1”), which was effective for the third
quarter of 2004. FSP 97-1 clarified that SOP 03-1 did not restrict the recording of a liability for unearned revenue as defined
in accordance with paragraphs 17(b) and 20 of SFAS 97 to only those situations where profits are followed by expected
losses. We implemented the requirements of FSP 97-1, and they did not have any effect on our results of operations.
FSP FAS 106-2 - Accounting and Disclosure Requirements Related to the Medicare Prescription Drug
Improvement and Modernization Act of 2003. In May 2004, the FASB issued FSP FAS 106-2 (“FSP 106-2”), to provide
accounting guidance related to the Medicare Prescription Drug Improvement and Modernization Act of 2003 (“the Medicare
Act”), which became law in December 2003. The Medicare Act introduces a prescription drug benefit under Medicare, and a
federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to
Medicare Part D. FSP 106-2 requires sponsors of a post-retirement health care plan that provides retiree prescription drug
benefits to reflect the provisions of the Medicare Act in determining post-retirement benefit cost for the first annual or
interim period starting after June 15, 2004. We completed our analysis and incorporated the provisions of the Medicare Act
in determining other post-retirement benefit costs and the accumulated post-retirement benefit obligation in the third quarter
of 2004. Implementation of FSP 106-2 did not have a material effect on our results of operations. For additional information,
see Note 8. During 2005, we became eligible to receive the federal subsidy available under the Medicare Act, as the retiree
prescription drug benefits included in our retiree medical benefit plan are at least actuarially equivalent to Medicare Part D.
Accounting for Modified Coinsurance. During the fourth quarter of 2003, we implemented the FASB’s Derivative
Implementation Group Statement 133 Implementation Issue No. B36 (“DIG B36”). DIG B36 provides that the embedded
derivatives included within Modco and CFW reinsurance agreements must be accounted for separately from the underlying
reinsurance agreements. Our effective date for implementation of DIG B36 was the October 1, 2003 start date of the fourth
quarter. At the time of adoption, we recorded a charge to net income as a cumulative effect of accounting change of $255.2
million after-tax ($392.5 million pre-tax), representing the fair value of the embedded derivatives included in various Modco
and CFW reinsurance agreements. In conjunction with the cumulative effect of accounting change, we also recorded an
increase in other comprehensive income of $244.6 million after-tax ($376.3 million pre-tax), relating to a release of the
liability for unrealized investment gains on the underlying available-for-sale securities, which, prior to the implementation of
DIG B36, had been accounted for as gains benefiting the reinsurance companies assuming the risks under the Modco and
CFW reinsurance agreements. Concurrent with the initial recording of the embedded derivative associated with these
reinsurance arrangements, LNC reclassified related available-for-sale securities to trading securities, resulting in a mark-to-
market adjustment of $371.5 million pre-tax ($241.5 million after-tax). The net effect of these adjustments, at the time of
implementing DIG B36, was a reduction of $13.7 million in net income and $10.6 million in shareholders’ equity.
119
3. Recent Developments
On October 9, 2005, we entered into a merger agreement with Jefferson-Pilot Corporation (“Jefferson-Pilot”), as
amended on January 26, 2006, pursuant to which Jefferson-Pilot will merge into one of our wholly owned subsidiaries.
Jefferson-Pilot, through its subsidiaries, offers full lines of individual life, annuity and investment products, and group life
insurance products, disability income and dental policies, and it operates television and radio stations.
Under the terms of the merger agreement, as amended, Jefferson-Pilot shareholders may choose to receive (i) 1.0906
shares of LNC common stock for each of their shares, (ii) $55.96 in cash for each of their shares or (iii) a combination of
LNC common stock and cash. Notwithstanding the election, the aggregate amount of the cash payment to Jefferson-Pilot
shareholders will equal $1.8 billion. Accordingly, the election of Jefferson-Pilot shareholders may be subject to a pro-rata
adjustment. LNC plans to utilize the existing bridge facility (see below) to finance the cash portion of the purchase price at
closing and to permanently finance the cash portion of the purchase price as soon as practicable after closing through a
combination of senior and subordinated long-term debt or other securities. The transaction, which is subject to the approval
of shareholders of both companies, regulatory approvals and customary closing conditions, is expected to close in the second
quarter of 2006.
In October 2005, a purported shareholder class action suit for damages was filed in state court in North Carolina
naming Jefferson-Pilot, most of the individual members of its board of directors and LNC as defendants. The complaint
alleged that certain defendants had breached their fiduciary duties by entering into the merger agreement. The complaint
sought, among other things, unspecified compensatory damages. In January 2006, the plaintiffs filed a motion to voluntarily
withdraw the lawsuit, which the court granted without prejudice, subject to the restriction that the plaintiffs receive the
court’s permission before filing any other actions asserting the same claims in North Carolina or any other jurisdiction. The
voluntary dismissal of this action did not involve a settlement or any compensation being paid or promised to plaintiffs.
In December 2005, we entered into a bridge facility with a group of banks to provide for borrowings of up to $2.3
billion in connection with our merger with Jefferson-Pilot and planned share repurchase, and in February 2006, we entered
into a Credit and Letter of Credit Facility with a group of banks to provide for borrowings and issuances of letters of credit up
to an aggregate amount of $1 billion. See Note 6 for additional information.
120
4. Investments
The amortized cost, gross unrealized gains and losses, and fair value of securities available-for-sale are as follows:
(in millions)
2005:
Corporate bonds
U.S. Government bonds
Foreign government bonds
Asset and mortgage-backed securities:
Mortgage pass-through securities
Collateralized mortgage obligations
Commercial Mortgage Backed Securities
Other asset-backed securities
State and municipal bonds
Redeemable preferred stocks
Total fixed maturity securities
Equity securities
Total
2004:
Corporate bonds
U.S. Government bonds
Foreign government bonds
Asset and mortgage-backed securities:
Mortgage pass-through securities
Collateralized mortgage obligations
Commercial Mortgage Backed Securities
Other asset-backed securities
State and municipal bonds
Redeemable preferred stocks
Total fixed maturity securities
Equity securities
Total
Amortized
Cost
Gains
Losses
Fair
Value
$
$
$
$
24,939.7
149.6
1,118.1
465.0
3,003.8
2,359.7
98.9
126.1
123.1
32,384.0
136.9
32,520.9
25,287.7
151.9
1,205.6
729.7
2,677.2
2,359.9
150.2
162.1
91.1
32,815.4
145.8
32,961.2
$
1,167.0
12.2
89.4
$
(246.0)
-
(4.2)
$
25,860.7
161.8
1,203.3
4.5
25.1
51.9
3.4
3.5
14.4
1,371.4
8.5
1,379.9
$
(5.8)
(34.1)
(20.9)
(0.3)
(0.8)
(0.1)
(312.2)
(0.7)
(312.9)
$
463.7
2,994.8
2,390.7
102.0
128.8
137.4
33,443.2
144.7
33,587.9
$
$
1,713.7
11.1
82.5
$
(112.3)
-
(2.2)
$
26,889.1
163.0
1,285.9
10.2
63.0
112.1
7.8
4.6
15.0
2,020.0
15.8
2,035.8
$
(1.1)
(8.3)
(9.7)
(0.5)
(0.7)
-
(134.8)
(0.5)
(135.3)
$
738.8
2,731.9
2,462.3
157.5
166.0
106.1
34,700.6
161.1
34,861.7
$
Future maturities of fixed maturity securities available-for-sale as of December 31, 2005 are as follows:
(in millions)
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Asset and mortgage-backed securities
Total
Amortized
Cost
Fair
Value
$
$
1,069.2
6,279.9
9,486.7
9,620.8
26,456.6
5,927.4
32,384.0
$
$
1,081.2
6,426.4
9,750.1
10,234.3
27,492.0
5,951.2
33,443.2
The foregoing data is based on stated maturities. Actual maturities will differ in some cases because borrowers may
have the right to call or pre-pay obligations.
121
The amortized cost and estimated fair value of investments in asset and mortgage-backed securities available-for-sale
summarized by interest rates of the underlying collateral are as follows:
(in millions)
Below 5%
5%-6%
6%-7%
Above 7%
Total
Amortized
Cost
$
$
164.3
2,530.6
1,911.2
1,321.3
5,927.4
Fair
Value
161.3
2,503.6
1,915.9
1,370.4
5,951.2
$
$
The quality ratings for fixed maturity securities available-for-sale are as follows:
(in millions)
NAIC Designation
1
2
3
4
5
6
Rating Agency Equivalent Designation
AAA / AA / A
BBB
BB
B
CCC and lower
In or near default
Estimated
Fair Value
20,361.4
10,577.6
1,504.9
760.2
161.7
77.4
33,443.2
$
$
% of
Total
60.9%
31.6%
4.5%
2.3%
0.5%
0.2%
100.0%
The major categories of net investment income are as follows:
ed maturity securities - available-for-sale
(in millions)
Fix
Equity securities - available-for-sale
Trading securities
Mortgage loans on real estate
Real estate
Policy loans
Invested cash
Other investments
Investment revenue
Investment expense
Net investment income
2005
2004
2003
$
2,005.7
10.9
193.5
350.1
26.9
119.8
32.2
55.3
2,794.4
90.3
2,704.1
$
$
2,113.2
12.3
46.5
338.3
43.9
123.2
7.8
48.7
2,733.9
95.4
2,638.5
$
$
$
2,030.5
9.6
193.7
287.6
50.1
118.4
63.0
61.0
2,813.9
111.6
2,702.3
122
Trading securities at fair value retained in connection with Modco and CFW reinsurance arrangements consisted of
the following:
(in millions)
Corporate bonds
U.S. Government bonds
Foreign government bonds
Asset and mortgage-backed securities:
Mortgage pass-through securities
Collateralized mortgage obligations
Commercial Mortgage Backed Securities
Other asset-backed securities
State and municipal bonds
Redeemable preferred stocks
Total fixed maturity securities
Equity securities
Total
$
2005
2,519.5
323.8
54.5
28.6
120.5
158.0
8.6
22.3
8.0
3,243.8
2.2
3,246.0
$
$
2004
2,522.2
309.2
53.1
37.7
112.4
166.1
9.3
22.4
2.7
3,235.1
2.3
3,237.4
$
T
he detail of the realized gain (loss) on investments is as follows:
n millions)
(i
Realized loss on investments and derivative instruments
Gain on transfer of securities from available-for-sale to trading
Gain (loss) on reinsurance embedded derivative/trading securities
Gain (loss) on sale of subsidiaries/business
Total realized gain (loss) on investments
2005
2004
2003
$
$
$
(22.1)
-
4.7
14.2
(3.2)
(57.2)
-
(1.0)
135.0
76.8
(19.2)
371.5
4.1
-
356.4
$
$
$
T
he detail of the realized loss on investments and derivative instruments is as follows:
(in millions)
Fixed maturity securities available-for-sale
Gross gain
Gross loss
Equity securities available-for-sale
Gross gain
Gross loss
Other investments
Associated amortization of deferred acquisition costs
and provision for policyholder commitments
Investment expenses
Total Investments
Derivative instruments net of associated (amortization)/restoration
2005
2004
2003
$
115.1
(92.6)
$
113.8
(122.0)
$
336.7
(356.8)
7.8
(0.6)
9.9
(51.7)
(9.6)
(21.7)
22.3
(1.3)
4.5
(52.6)
(10.4)
(45.7)
27.8
(40.1)
28.1
(2.4)
(10.0)
(16.7)
of deferred acquisition costs
Total investments and derivative instruments
(0.4)
(22.1)
$
(11.5)
(57.2)
$
(2.5)
(19.2)
$
123
Provisions (credits) for write-downs and net changes in allowances for loss, which are included in the realized gain
(loss) on investments and derivative instruments shown above, are as follows:
(in millions)
Fixed maturity securities available-for-sale
Equity securities available-for-sale
Mortgage loans on real estate
Real estate
Other long-term investments
Guarantees
Total
2005
2004
2003
$
$
19.6
0.5
(6.3)
-
0.3
-
14.1
$
$
67.9
-
(2.0)
-
-
(0.1)
65.8
$
$
249.4
3.4
5.6
4.1
-
(0.3)
262.2
The portion of market adjustment for trading securities still held at December 31, 2005, 2004 and 2003 was a gain
(loss) of $(78.8) million, $24.4 million and $334.7 million, respectively.
The change in net unrealized gains (losses) on investments in fixed maturity and equity securities available-for-sale is
as follows:
(in millions)
Fixed maturity securities
Equity securities
Total
2005
(826.0)
(7.5)
(833.5)
$
$
2004
$
$
75.2
(10.3)
64.9
2003
$
$
145.6
22.9
168.5
For total publicly traded and private securities we held at December 31, 2005 and 2004 that are in unrealized loss
, the fair value, amortized cost, unrealized loss and total time period that the security has been in an unrealized loss
status
position are presented in the table below.
(in millions)
2005
< or = 90 days
> 90 days but < 180 days
> 180 days but < 270 days
> 270 days but < 1 year
> 1 year
Total
(in millions)
2004
< or = 90 days
> 90 days but < 180 days
> 180 days but < 270 days
> 270 days but < 1 year
> 1 year
Total
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized
Loss
% Unrealized
Loss
$
$
$
$
$
$
Fair
Value
% Fair
Value
Amortized
Cost
% Amortized
Cost
Unrealized
Loss
% Unrealized
Loss
$
$
$
3,061.7
5,339.2
387.9
836.1
1,787.1
11,412.0
2,331.3
351.2
1,151.6
211.0
1,317.3
5,362.4
26.8%
46.8%
3.4%
7.3%
15.7%
100.0%
43.5%
6.5%
21.5%
3.9%
24.6%
100.0%
(33.3)
(106.7)
(10.4)
(34.0)
(128.5)
(312.9)
(16.4)
(6.7)
(28.7)
(5.0)
(78.5)
(135.3)
10.6%
34.1%
3.3%
10.9%
41.1%
100.0%
12.1%
5.0%
21.2%
3.7%
58.0%
100.0%
3,028.4
5,232.5
377.5
802.1
1,658.6
11,099.1
2,314.9
344.5
1,122.9
206.0
1,238.8
5,227.1
$
$
$
27.3%
47.1%
3.4%
7.2%
15.0%
100.0%
44.3%
6.6%
21.5%
3.9%
23.7%
100.0%
124
For fixed maturity and equity securities available-for-sale with unrealized losses as of December 31, 2005 and 2004,
the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities
have been in a continuous loss position are summarized as follows:
(in millions)
2005:
Corporate bonds
U.S. Government bonds
Foreign government bonds
Asset and mortgage-backed securities:
Mortgage pass-through securities
Collateralized mortgage obligations
Commercial Mortgage Backed Securities
Other asset-backed securities
State and municipal bonds
Redeemable preferred stocks
Total fixed maturity securities
Equity securities
Total
2004:
Corporate bonds
U.S. Government bonds
Foreign government bonds
Asset and mortgage-backed securities:
Mortgage pass-through securities
Collateralized mortgage obligations
Commercial Mortgage Backed Securities
Other asset-backed securities
State and municipal bonds
Redeemable preferred stocks
Total fixed maturity securities
Equity securities
Total
Less Than
Or Equal to Twelve Months Greater Than Twelve Months Total
Carrying
Value
Gross
Unrealized
Losses
Carrying
Value
Gross
Unrealized
Losses
Carrying
Value
Gross
Unrealized
Losses
$
6,388.3
3.9
171.0
$
(133.2)
-
(2.9)
$
1,299.5
-
59.8
$
(112.8)
-
(1.4)
$
7,687.8
3.9
230.8
$
(246.0)
-
(4.3)
329.7
1,595.4
894.7
23.1
32.8
0.9
9,439.8
0.6
9,440.4
$
(4.0)
(27.3)
(16.0)
(0.2)
(0.5)
(0.1)
(184.2)
(0.2)
(184.4)
40.1
145.7
100.0
-
13.4
0.2
1,658.7
-
1,658.7
$
$
(1.8)
(6.8)
(4.9)
-
(0.3)
-
(128.0)
(0.5)
(128.5)
369.8
1,741.1
994.7
23.1
46.2
1.1
11,098.5
0.6
11,099.1
$
$
(5.8)
(34.1)
(20.9)
(0.2)
(0.8)
(0.1)
(312.2)
(0.7)
(312.9)
$
$
2,862.3
-
31.9
$
(46.5)
-
(0.4)
$
1,032.6
-
37.1
$
(65.8)
-
(1.8)
$
3,894.9
-
69.0
$
(112.3)
-
(2.2)
364.4
474.9
217.2
10.4
25.1
-
3,986.2
2.1
3,988.3
$
(0.9)
(5.9)
(2.3)
(0.5)
(0.3)
-
(56.8)
-
(56.8)
12.7
44.7
96.6
-
15.0
0.1
1,238.8
-
1,238.8
$
$
(0.2)
(2.4)
(7.4)
-
(0.4)
-
(78.0)
(0.5)
(78.5)
377.1
519.6
313.8
10.4
40.1
0.1
5,225.0
2.1
5,227.1
$
(1.1)
(8.3)
(9.7)
(0.5)
(0.7)
-
(134.8)
(0.5)
(135.3)
$
$
Securities available-for-sale deemed to have declines in fair value that were other than temporary were written down to
fair value. The fixed maturity securities to which these write-downs apply were generally of investment grade at the time of
purchase, but were subsequently downgraded by rating agencies to “below-investment grade.” Factors we considered in
determining whether declines in the fair value of fixed maturity securities are other than temporary include 1) the significance
of the decline, 2) our ability and intent to retain the investment for a sufficient period of time for it to recover, 3) the time
period during which there has been a significant decline in value, and 4) fundamental analysis of the liquidity, business
prospects and overall financial condition of the issuer. Based upon these factors, securities that have indications of potential
impairment are subject to intensive review. Where such analysis results in a conclusion that declines in fair values are other
than temporary, the security is written down to fair value. See Note 10 for a general discussion of the methodologies and
assumptions used to determine estimated fair values.
The balance sheet captions, real estate and other assets, which includes property and equipment, include accumulated
depreciation as follows:
(in millions)
Real estate
Property and equipment
2005
$
25.6
296.1
2004
$
23.5
274.4
125
Impaired mortgage loans along with the related allowance for losses are as follows:
(in millions)
Impaired loans with allowance for losses
Allowance for losses
Net impaired loans
2005
2004
65.7
(9.2)
56.5
$
$
84.0
(15.5)
68.5
$
$
The allowance for losses is maintained at a level we believe is adequate to absorb estimated probable credit losses. Our
periodic evaluation of the adequacy of the allowance for losses is based on our past loan loss experience, known and inherent
risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future
payments), the estimated value of the underlying collateral, composition of the loan portfolio, current economic conditions
and other relevant factors. This evaluation is inherently subjective, as it requires estimating the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to significant change.
A reconciliation of the mortgage loan allowance for losses for these impaired mortgage loans is as follows:
(in millions)
Balance at beginning-of-year
Provisions for losses
Releases due to principal paydowns
Balance at end-of-year
2005
$
2004
$
$
$
15.5
1.7
(8.0)
9.2
17.5
4.7
(6.7)
15.5
2003
11.9
16.4
(10.8)
17.5
$
$
The average recorded investment in impaired mortgage loans and the interest income recognized on impaired mortgage
loans were as follows:
(in millions)
Average recorded investment in impaired loans
Interest income recognized on impaired loans
$
2005
61.9
4.8
$
2004
100.7
9.1
$
2003
72.6
8.1
A
ll interest income on impaired mortgage loans was recognized on the cash basis of income recognition.
As of December 31, 2005 and 2004, we had no mortgage loans on non-accrual status and no mortgage loans past due
ys and still accruing interest.
90 da
As of December 31, 2005 and 2004, we had restructured mortgage loans of $45.2 million and $69.5 million,
respe
ctively. We recorded $2.4 million and $3.6 million of interest income on these restructured mortgage loans in 20
2004, respectively. Interest income in the amount of $3.8 million and $6.4 million would have been recorded on these
mortgage loans according to their original terms in 2005 and 2004, respectively. As of December 31, 2005 and 2004, w
no outstanding commitments to lend funds on restructured mortgage loans.
05 and
e had
As of December 31, 2005, our investment commitments for fixed maturity securities (primarily private placements),
age loans on real estate and real estate were $802.6 million. This includes $276.2 million of standby commitments to
mortg
purchase real estate upon completion and leasing.
The carrying value of fixed maturity securities available-for-sale, mortgage loans on real estate and real estate
tments which were non-income producing totaled $67.0 million and $147.4 million at December 31, 2005 and 2
inves
respectively.
004,
During 2003, we completed a securitization of commercial mortgage loans. In the aggregate, the loans had a fair value
of $18
2.2 million and a carrying value of $167.3 million. We received $182.2 million from the trust for the sale of the loans.
A recourse liability was not recorded since we are not obligated to repurchase any loans from the trust that may later become
delinquent. The transaction was hedged with interest rate swaps to lock in the value of the loans. We recorded a gain on the
hedge of $7.8 million pre-tax and realized a gain on the sale of $14.9 million pre-tax resulting in a total net gain of $22.7
million pre-tax. We did not retain an interest in the securitized assets.
126
5. Federal Income Taxes
The Federal income tax expense is as follows:
(in millions)
Current
Deferred
Total tax expense
2005
175.7
67.9
243.6
$
$
2004
152.8
151.3
304.1
$
$
2003
30.7
249.7
280.4
$
$
The effective tax rate on pre-tax income is lower than the prevailing corporate Federal income tax rate. A reconciliation
of this difference is as follows:
(in millions)
Tax rate times pre-tax income
Effect of:
Tax-preferred investment income
Sale of subsidiary
UK taxes
Tax credits
Change in valuation allowance
Other
Provision for income taxes
Effective tax rate
2005
2004
2003
$
376.1
$
362.5
$
366.6
(68.8)
-
-
(13.8)
(46.8)
(3.1)
243.6
23%
$
(68.8)
25.9
-
(13.9)
(4.4)
2.8
304.1
29%
$
(56.3)
-
(10.1)
(15.5)
-
(4.3)
280.4
27%
$
The Federal income tax asset (liability), which is included in other liabilities on the Consolidated Balance Sheet, is as
follows:
(in millions)
Current
Deferred
Total Federal income tax asset (liability)
2005
2004
$
$
(90.0)
70.2
(19.8)
$
$
(36.9)
(40.7)
(77.6)
127
Significant components of our deferred tax assets and liabilities are as follows:
(in millions)
Deferred tax assets:
Insurance and investment contract liabilities
Reinsurance deferred gain
Net operating and capital loss carryforwards
Modco embedded derivative
Postretirement benefits other than pensions
Compensation related
Ceding commission asset
Other
Total deferred tax assets
Valuation allowance for deferred tax assets
Net deferred tax assets
Deferred tax liabilities:
Deferred acquisition costs
Net unrealized gain on securities available-for-sale
Trading security gains
Present value of business in-force
Other
Total deferred tax liabilities
Net deferred tax asset (liability)
2005
2004
$
$
1,236.8
291.3
-
102.3
23.4
177.1
11.2
31.3
1,873.4
-
1,873.4
998.5
348.5
98.1
259.6
98.5
1,803.2
70.2
$
1,183.9
317.9
46.8
131.9
26.1
155.5
13.3
49.1
1,924.5
46.8
1,877.7
721.3
655.2
125.8
286.7
129.4
1,918.4
(40.7)
$
Cash paid for Federal income taxes in 2005 and 2004 was $105.0 million and $154.5 million, respectively. Net cash
received for Federal income taxes in 2003 was $65.0 million due to the carry back of 2002 tax losses.
We are required to establish a valuation allowance for any gross deferred tax assets that are unlikely to reduce taxes
payable in future years’ tax returns. At December 31, 2005, we believe that it is more likely than not that all gross deferred
tax assets will reduce taxes payable in future years. Our Federal income tax liability at December 31, 2004 included a
valuation allowance of $46.8 million attributable to the net operating losses of our foreign life reinsurance subsidiary
domiciled in Barbados. This valuation allowance was reduced to zero as of December 31, 2005.
We have made the decision not to permanently reinvest earnings in Lincoln National (UK) plc. Full U.S. deferred taxes
applicable to any un-repatriated earnings have been recorded.
Under prior Federal income tax law, one-half of the excess of a life insurance company’s income from operations over
its taxable investment income was not taxed, but was set aside in a special tax account designated as “Policyholders’
Surplus.” On October 23, 2004, President Bush signed into law the “American Jobs Creation Act of 2004.” In 2005 and
2006, the additional tax imposed on distributions from the special tax account, “Policyholders Surplus,” is suspended. In
addition, the statute provides that distributions made during the two-year suspension period will first reduce the Policyholders
Surplus account balance. Our insurance subsidiaries’ dividend activity for 2005 eliminated the account balance during the
suspension period.
The American Jobs Creation Act of 2004 also provided for an election for either 2004 or 2005 of a special one-time tax
deduction of 85 percent of certain foreign earnings that are repatriated. Based on our evaluation of the effects of the
repatriation provision, we determined it would not be beneficial to make the election for dividends received from our foreign
subsidiaries during 2004 and 2005.
We are subject to annual tax examinations from the Internal Revenue Service (“IRS”). The IRS has examined tax years
1996, 1997 and 1998, with assessments resulting in a payment that was not material to the consolidated results of operations.
In addition to taxes assessed and interest, the payment included a deposit relating to a portion of the assessment, which we
continue to challenge. We believe this portion of the assessment is inconsistent with existing law, and are protesting it
through the established IRS appeals process. We are currently under audit by the IRS for years 1999-2002. We do not
anticipate that any adjustments that might result from such audits would be material to our consolidated results of operations
or financial condition.
128
6. Supplemental Financial Data
Reinsurance transactions included in insurance premiums and insurance fees on the Consolidated Statements of
Income, excluding amounts attributable to the indemnity reinsurance transaction with Swiss Re, are as follows:
(in millions)
Insurance assumed
Insurance ceded
Net reinsurance premiums and fees
2005
1.0
(304.3)
(303.3)
$
$
2004
$
0.3
(315.1)
(314.8)
$
2003
1.0
(250.9)
(249.9)
$
$
Benefits on the Consolidated Statements of Income is net of reinsurance recoveries of $0.6 billion for each of 2005,
2004 and 2003.
A rollforward of deferred acquisition costs on the Consolidated Balance Sheet is as follows:
(in millions)
Balance at beginning-of-year
Deferral
Amortization
Adjustment related to realized gains on securities available-for-sale and derivatives
Adjustment related to unrealized (gains) losses on securities available-for-sale and derivatives
Foreign currency translation adjustment
Cumulative effect of accounting change
Balance at end-of-year
2005
3,445.0
903.0
(460.9)
(48.5)
313.1
(59.5)
-
4,092.2
$
$
2004
3,147.1
845.3
(490.7)
(45.6)
(14.7)
42.9
(39.3)
3,445.0
$
$
Realized gains and losses on investments and derivative instruments on the Statements of Income for 2005, 2004
and 2003 are net of amounts amortized against deferred acquisition costs of $48.5 million, $45.6 million and $50.2 million,
respectively. In addition, realized gains and losses for 2005, 2004 and 2003 are net of adjustments made to policyholder
reserves of $(2.1) million, $(2.9) million and $48.4 million, respectively. We have either a contractual obligation or a
consistent historical practice of making allocations of investment gains or losses to certain policyholders and to certain
reinsurance arrangements.
A
rollforward of deferred sales inducements, included in other assets on the Consolidated Balance Sheet, is as follows:
lions)
(in mil
Balance at beginning-of-year
Capitalized
Amortization
Cumulative effect of accounting change
r
Balance at end-of-yea
2005
2004
2003
$
45.2
50.2
(9.5)
(0.4)
85.5
$
$
31.1
19.2
(5.1)
-
45.2
$
$
$
85.5
59.5
(15.6)
-
129.4
129
Details underlying underwriting, acquisition, insurance and other expenses on the Consolidated Statements of Income
are as follows:
(in millions)
Commissions
Other volume-related expenses
Operating and administrative expenses
Deferred acquisition costs net of amortization
Other intangibles amortization
Taxes, licenses and fees
Restructuring charges
Total
2005
2004
2003
$
$
786.4
500.8
914.1
(442.1)
75.0
95.3
29.5
1,959.0
$
698.1
435.0
897.4
(354.6)
130.0
104.2
21.4
1,931.5
$
$
$
576.1
328.4
894.4
(321.6)
88.2
107.5
53.8
1,726.8
Included in operating and administrative expenses are the expenses for company advertising of approximately $30.7
n, $27.4 million and $21.2 million in 2005, 2004 and 2003, respectively.
millio
During the third quarter of 2005, 2004 and 2003, we completed our annual comprehensive reviews of the assumptions
ying the amortization of DAC, PVIF, DSI and DFEL as well as the reserves related to GMDB and the embedded
underl
derivative related to GMWB. As a result of the comprehensive reviews, we recorded net positive prospective unlocking
of
approximately $63 million pre-tax ($41 million after-tax) and $15 million pre-tax ($10 million after-tax) for 2005 and 2004,
respectively, and negative prospective unlocking of approximately $28 million pre-tax ($18 million after-tax) in 2003.
The carrying amount of goodwill by reportable segment as of December 31, is as follows:
(in millions)
Life Insurance Segment
Investment Management Segment
Lincoln Retirement Segment
Lincoln UK Segment *
Total
*
See ** below.
2005
$
2004
$
855.1
260.8
64.1
14.2
1,194.2
855.1
260.8
64.1
15.9
1,195.9
$
$
For intangible assets subject to amortization, the total gross carrying amount and accumulated amortization in total and
for each major intangible asset class by segment are as follows:
(in millions)
Amortized Intangible Assets:
PVIF
Lincoln Retirement Segment
Life Insurance Segment
Lincoln UK Segment**
Client lists
Investment Management Segment
Total
As of December 31, 2005
As of December 31, 2004
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
$
225.0
1,254.2
367.5
$
149.0
588.4
110.3
$
225.0
1,254.2
410.2
$
132.4
527.7
134.1
$
92.2
1,938.9
$
78.4
926.1
$
91.4
1,980.8
$
70.5
864.7
** The gross carrying amount and accumulated amortization of the goodwill and present value of in-force for the Lincoln
UK segment changed from December 31, 2004 to December 31, 2005, which includes changes due to the translation of
the balances from British pounds to U.S. dollars based on the prevailing exchange rate as of the respective balance
sheet dates.
The aggregate amortization expense for other intangible assets for 2005, 2004, and 2003 was $75.0 million, $130.0
n and $88.2 million, respectively.
millio
130
Future estimated amortization of other intangible assets is as follows (in millions):
2006 - $84.8
2009 - $68.9
2007 - $78.2
2010 - $67.0
2008 - $74.8
Thereafter - $639.1
A reconciliation of PVIF for insurance business acquired included in other intangible assets is as follows:
(in millions)
Balance at beginning of year
Interest accrued on unamortized balance
(Interest rates range from 5% to 7%)
Amortization
Foreign exchange adjustment
Balance at end-of-year
Other intangible assets (non-insurance)
Total other intangible assets at end-of-year
$
$
2005
1,095.2
61.8
(129.0)
(29.0)
999.0
13.8
1,012.8
2004
1,196.5
69.2
(190.0)
19.5
1,095.2
20.9
1,116.1
$
$
Details underlying contractholder funds on the Consolidated Balance Sheet are as follows:
(in millions)
Premium deposit funds
Undistributed earnings on participating business
Other
Total
2005
2004
$ 21,713.3 $ 22,215.1
145.3
111.2
746.1
714.0
$ 22,570.6 $ 23,074.4
Details underlying debt on the Consolidated Balance Sheet are as follows:
(in millions)
Short-term debt:
Commercial paper
Current maturities of long-term debt
Total short-term debt
Long-term debt less current portion:
5.25% notes, due 2007
6.5% notes, due 2008
6.20% notes, due 2011
4.75% notes, due 2014
7% notes, due 2018
Mortgage loans on investment real estate
Total long-term debt
Junior subordinated debentures issued
to affiliated trusts:
7.65% due 2050
6.75% due 2052
Total
Total debt
2005
2004
$
119.9
-
119.9
250.4
100.0
249.5
198.9
200.2
-
999.0
$
21.5
192.9
214.4
253.0
100.1
249.4
198.7
200.2
47.2
1,048.6
179.4
154.6
334.0
1,452.9
$
185.2
154.6
339.8
1,602.8
$
The U.S. commercial paper outstanding at December 31, 2005 had a weighted average interest rate of 4.39%.
131
Future maturities of long-term debt and junior subordinated debentures issued to affiliated trusts are as follows (in
millions):
2006 - $ -
2009 - -
2007 - $250
2010 - -
2008 - $100
Thereafter - $983
In February 2006, we entered into a new credit agreement (the “2006 credit agreement”) with a group of banks, which
expires in 2011, that allows for borrowing or issuance of letters of credit of up to $1.0 billion. In December 2005, we entered
into a new credit agreement (the “Bridge Facility”) with a group of banks to provide for borrowings of up to $2.3 billion in
connection with our merger with Jefferson-Pilot and planned share repurchase. The Bridge Facility is a 364-day facility.
Specifically, if we make a drawdown under the Bridge Facility, we may only use the proceeds of the loan to pay up to $1.8
billion to shareholders of Jefferson-Pilot in connection with our previously announced merger with Jefferson-Pilot, which
represents the aggregate cash portion of the merger consideration, and/or to repurchase up to $500 million of our common
stock.
At December 31, 2005, we maintained two revolving credit agreements with a group of domestic and foreign banks: a
$500 million five-year revolving credit facility maturing in December 2009 and a U.K. facility, which was renewed in
January 2006 for 10 million pounds sterling ($17 million at December 31, 2005) maturing in November 2006. At December
31, 2005, we did not have any amounts outstanding under any of the bank lines. Both agreements provide for interest on
borrowings based on various money market indices. Under the agreements, we must maintain senior unsecured long-term
debt ratings of at least S&P A- and Moody’s A3 or be restricted by an adjusted debt to capitalization ratio. At December 31,
2005, we had no outstanding borrowings under the agreements.
In May 2005, our 7.25% senior notes of $193 million matured. On October 1, 2004, we redeemed all $120.3 million of
our outstanding 9.125% Debentures due October 1, 2024 for an aggregate redemption amount of $125.5 million. Interest and
debt expense in the fourth quarter of 2004 includes approximately $6.3 million ($4.1 million after-tax) relating to the call
premium and unamortized issue costs relating to the redemption.
In February 2004, we issued $200 million of 4.75% Notes due February 15, 2014 with semi-annual interest payments
in February and August. The notes were priced at 99.297% and net proceeds to the company were $197.3 million. A portion
of the net proceeds was used to redeem the 9.125% notes described above with the remainder of the proceeds used for
general corporate purposes and to reduce short-term debt. We used a treasury lock to reduce exposure to interest rate changes
prior to closing. The treasury lock was closed prior to the issuance of the Notes with a gain of approximately $1 million. This
gain, along with the costs of issuance, is being amortized over the life of the Notes.
In July 2003, we redeemed the $200 million 7.40% Trust Originated Preferred Securities (“TOPrS”) issued by Lincoln
Capital III and guaranteed by us. A loss of $3.7 million ($5.6 million pre-tax) related to unamortized issuance costs was
reported in 2003 related to the redemption. This expense is included in interest and debt expense in the Statements of Income.
In September 2003, Lincoln Capital VI, our wholly-owned affiliated trust, issued $150 million of 6.75% Trust Preferred
Securities, Series F guaranteed by us. The debentures mature September 11, 2052 and can be redeemed for principal plus
accrued interest beginning September 11, 2008.
We also have access to capital from junior subordinated debentures issued to affiliated trusts. These trusts were formed
solely for the purpose of issuing preferred securities and lending the proceeds to us. Securities currently outstanding were
offered through a series of trusts (Lincoln National Capital V and VI). We own the common securities of these trusts. The
only assets of Lincoln National Capital V and VI are the junior subordinated debentures issued by us. Distributions are paid
by these trusts to the preferred security holders on a quarterly basis. The principal obligations of these trusts are irrevocably
guaranteed by us. Upon liquidation of these trusts, the holders of the preferred securities would be entitled to a fixed amount
per share plus accumulated and unpaid distributions. We reserve the right to: 1) redeem the preferred securities at a fixed
price plus accumulated and unpaid distributions and; 2) defer the interest payments due on the subordinated debentures for up
to 20 consecutive quarters, but not beyond the maturity date of the subordinated debenture. We have determined that the
trusts are variable interest entities as defined by FASB Interpretation No. 46, “Consolidation of Variable Interest Entities
(“FIN 46”). Prior to the implementation of FIN 46, we consolidated the trusts, which resulted in the elimination of the junior
subordinated debentures issued to the affiliated trusts. Upon implementation of FIN 46, we no longer consolidate these trusts.
The effect of the deconsolidation was not material.
We paid cash of $90.4 million, $93.0 million and $93.5 million for interest related to our debt and junior subordinated
debentures of affiliated subsidiary trusts for 2005, 2004 and 2003, respectively.
At December 31, 2005, we had $600 million of remaining authorization to issue various securities, including debt
securities, preferred stock, common stock, warrants, stock purchase contracts and stock purchase units of LNC and trust
132
preferred securities of four subsidiary trusts under an existing shelf registration. In November 2005, our Board of Directors
increased our authorization, allowing us to issue up to $4 billion of securities, which includes the $600 million of remaining
authorization, under a new shelf registration statement filed in March 2006.
7. Insurance Benefit Reserves
We issue variable contracts through our separate accounts for which investment income and investment gains and
losses accrue directly to, and investment risk is borne by, the contractholder (traditional variable annuities). We also issue
variable annuity and life contracts through separate accounts that include various types of GMDB, GMWB and GIB. The
GMDB features include those where we contractually guarantee to the contract holder either (a) return of no less than total
deposits made to the contract less any partial withdrawals, (b) total deposits made to the contract less any partial withdrawals
plus a minimum return, or (c) the highest contract value on a specified anniversary date minus any partial withdrawals
following the contract anniversary.
The following table provides information on the GMDB features outstanding at December 31, 2005 and 2004. (Note
that our variable contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts
listed are not mutually exclusive.) The net amount at risk is defined as the current guaranteed minimum death benefit in
excess of the current account balance at the balance sheet date.
(dollars in billions)
Return of net deposit
Account value
Net amount at risk
Average attained age of contractholders
Return of net deposits plus a minimum return
Account value
Net amount at risk
Average attained age of contractholders
Guaranteed minimum return
Highest specified anniversary account value minus
withdrawals post anniversary
Account value
Net amount at risk
Average attained age of contractholders
In Event of Death
2005
2004
$
$
$
$
$
$
31.9
0.1
53
0.3
-
66
5%
18.8
0.4
63
28.4
0.2
52
0.3
-
65
5%
15.6
0.6
62
Approximately $8.2 billion and $4.2 billion of separate account values at December 31, 2005 and 2004 were
attrib
al to
utable to variable annuities with a GMWB feature. This GMWB feature offers the contractholder a guarantee equ
the initial deposit adjusted for any subsequent purchase payments or withdrawals. There are one-year and five-year step-up
options, which allow the contractholder to step up the guarantee. GMWB features are considered to be derivatives under
SFAS 133 resulting in the guarantees being recognized at fair value, with changes in fair value being reported in net incom
e.
At December 31, 2005, we had approximately $1.6 billion of separate account values that were attributable to variable
ties with a GIB feature. All of the outstanding contracts with a GIB feature are still in the accumulation phase.
annui
S
eparate account balances attributable to variable annuity contracts with guarantees are as follows:
(in billions)
Asset Type
Domestic equity
International equity
Bonds
Total
Money market
Total
Percent of total variable annuity separate account values
2005
2004
$
$
32.2
4.2
5.1
41.5
4.0
45.5
96%
27.6
3.2
4.2
35.0
3.3
38.3
95%
$
$
133
The determination of the GMDB liabilities is based on models that involve a range of scenarios and assumptions,
including those regarding expected market rates of return and volatility, contract surrender rates and mortality experience.
The following table summarizes GMDB liabilities:
(in millions)
Balance at January 1
Cumulative effect of implementation of SOP 03-1
Changes in reserves
Benefits paid
Balance at December 31
GMDB
2005
2004
$
$
18.2
-
9.4
(12.8)
14.8
46.4
(9.7)
(2.1)
(16.4)
18.2
$
$
The changes to the benefit reserves amounts above are reflected in benefits in the Consolidated Statements of Income.
Also included in benefits are the results of the hedging program, which included losses of $2.9 million and $19.3
million for GMDB in 2005 and 2004, respectively. We implemented a hedging strategy designed to mitigate the income
statement volatility caused by changes in the equity markets, interest rates, and volatility associated with GMWB and the
various GMDB features. The hedging strategy is designed such that changes in the value of the hedge contracts move in the
opposite direction of changes in the value of the embedded derivative of the GMWB or changes in the reserve for GMDB
contracts subject to the hedging strategy. While we actively manages our hedge positions, these hedge positions may not be
totally effective to offset changes in the embedded derivative 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 and
interest rates, 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 its desired risk and return trade-off.
8. Benefit Plans
Pension and Other Post-retirement Benefit Plans—U.S. We maintain funded defined benefit pension plans for most
of our U.S. employees and, prior to January 1, 1995, most full-time agents. Effective January 1, 2002, the employees’
pension plan was converted to a cash balance formula. Eligible employees retiring before 2012 will have their benefits
calculated under both the old final average pay formula and the cash balance formula and will receive the greater of the two
calculations. Employees retiring in 2012 or after will receive benefits under the cash balance formula. Benefits under the final
average pay formula are based on total years of service and the highest 60 months of compensation during the last 10 years of
employment. Under the cash balance formula, employees have guaranteed account balances that earn annual benefit credits
and interest credits each year. Annual benefit credits are based on years of service and base salary plus bonus. All benefits
accruing under the defined benefit plan for agents were frozen as of December 31, 1994. The plans are funded by
contributions to tax-exempt trusts. Our funding policy is consistent with the funding requirements of Federal law and
regulations. Contributions are intended to provide not only the benefits attributed to service to date, but also those expected to
be earned in the future. Effective January 1, 2005, we amended the employee’s pension plan to include 100% of eligible
bonus amounts as compensation under the cash balance formula only.
We sponsor three types of unfunded, nonqualified, defined benefit plans for certain U.S. employees and agents:
supplemental retirement plans, a salary continuation plan, and supplemental executive retirement plans. The supplemental
retirement plans provide defined benefit pension benefits in excess of limits imposed by Federal tax law.
The salary continuation plan provides certain of our officers with a defined pension benefit based on years of service
and final monthly salary upon death or retirement. This plan was frozen as of December 31, 2004. Individuals beginning
employment after that date are not eligible to participate. In addition, effective January 1, 2005, the benefit formula for this
plan was changed with respect to four executives to improve the level of benefits paid.
The supplemental executive retirement plan provides defined pension benefits for certain executives who became our
employees as a result of the acquisition of a block of individual life insurance and annuity business from CIGNA Corporation
(“CIGNA”). Effective January 1, 2000, this plan was amended to freeze benefits payable under this plan and a second
supplemental executive retirement plan was established for this same group of executives. The benefits payable to these
executives under this plan will not be less than they would have been under their preacquistion plan. The benefit is based on
an average compensation figure that is not less than the minimum three-year average compensation figure in effect for these
executives as of December 31, 1999. Any benefits payable from this plan are reduced by benefits payable from our
employees’ defined benefit pension plan.
134
We also sponsor unfunded plans that provide post-retirement medical, dental and life insurance benefits to full-time
U.S. employees and agents who, depending on the plan, have worked for us for 10 years and attained age 55 (60 for agents).
Medical and dental benefits are also available to spouses and other dependents of employees and agents. For medical and
dental benefits, limited contributions are required from individuals who retired prior to November 1, 1988. Contributions for
later retirees, which can be adjusted annually, are based on such items as years of service at retirement and age at retirement.
Effective April 1, 2004, the employees’ post-retirement plan was amended to provide that employees and agents not attaining
age 50 by that date will not be eligible to receive life insurance benefits when they retire. This amendment to the plan resulted
in the immediate recognition at the end of 2003 of a one-time curtailment gain of $2.4 million pre-tax. Life insurance benefits
for retirees are noncontributory for employees and agents that attained the age of 50 by April 1, 2004 and meet the eligibility
requirements at the time they retire; however, these participants can elect supplemental contributory life benefits up to age
70. Effective July 1, 1999, the agents’ post-retirement plan was amended to require agents retiring on or after that date to pay
the full medical and dental premium costs. Beginning January 1, 2002, the employees’ post-retirement plan was amended to
require employees not yet age 50 with five years of service by the end of 2001 to pay the full medical and dental premium
cost when they retire.
The Medicare Act became law in 2003. Beginning in 2006, the Medicare Act provides various alternatives that could
result in an offset to some portion of the costs of prescription drug benefits provided to retirees. In January 2004, the staff of
the FASB issued Financial Staff Position No. FAS 106-1, which permits a sponsor of a post-retirement health care plan that
provides retiree prescription drug benefits to make a one-time election to defer accounting for the effects of the Medicare
Act. We elected to defer accounting for the effects of the Medicare Act. Accordingly, the measures of accumulated post-
retirement benefit obligation and periodic post-retirement benefit cost in LNC’s 2003 financial statements do not reflect the
effects of the Medicare Act.
In May 2004, the staff of the FASB issued FSP 106-2, which requires sponsors of a post-retirement health care plan
that provides retiree prescription drug benefits to reflect the provisions of the Medicare Act in determining post-retirement
benefit cost for the first annual or interim period starting after June 15, 2004. We completed our analysis and incorporated
the provisions of the Medicare Act in determining other post-retirement benefit costs and the accumulated post-retirement
benefit obligation in 2004. The implementation did not have a material effect on our results of operations.
Pension Plan—Non-U.S. The employees of our primary foreign subsidiary are covered by a defined benefit pension plan.
The plan provides death and pension benefits based on final pensionable salary. At December 31, 2005 and 2004, plan assets
were under the projected benefit obligations by $20.9 million and $83.5 million, respectively. We contributed approximately
$77 million in 2005 to our U.K. pension plan, including approximately $71 million in the fourth quarter. See below (U.S.
plans) for discussion of the minimum pension liability adjustment for the non-U.S. defined benefit pension plan.
135
Obligations, Funded Status and Assumptions
(in millions)
Change in plan assets:
Fair value of plan assets at beginning-of-year
Actual return on plan assets
Company contributions
Administrative expenses
Benefits paid
Foreign exchange translation
Fair value of plan assets at end-of-year
Change in benefit obligation:
Benefit obligation at beginning-of-year
Plan amendments
Medicare Part D Subsidy
Service cost
Interest cost
Plan participants' contributions
Special termination benefits
Actuarial losses
Benefits paid
Foreign exchange translation
Benefit obligation at end-of-year
Underfunded status of the plans
Unrecognized net actuarial losses
Unrecognized prior negative service cost
Prepaid (accrued) benefit cost *
Weighted-average assumptions as of December 31:
Weighted-average discount rate
Expected return on plan assets
Rate of increase in compensation:
Salary continuation plan
All other plans
U.S.
Pension Benefits
Non-U.S.
Pension Plan
Other
Post-Retirement Benefits
2005
2004
2005
2004
2005
2004
$
$
$
$
$
$
$
$
$
$
$
$
555.4
34.9
18.0
(2.3)
(45.5)
-
560.5
578.3
-
-
18.9
33.7
-
-
26.4
(45.5)
-
611.8
(51.3)
105.9
(8.3)
46.3
510.5
54.0
34.1
(2.2)
(41.0)
-
555.4
528.7
5.3
-
17.8
33.2
-
0.1
34.2
(41.0)
-
578.3
(22.9)
70.3
(9.5)
37.9
225.0
29.7
76.9
-
(10.5)
(26.8)
294.3
308.1
-
-
1.1
15.1
-
-
35.9
(10.5)
(34.5)
315.2
(20.9)
86.5
-
65.6
196.3
15.0
8.1
-
(9.5)
15.1
225.0
275.2
-
-
1.3
15.0
-
-
5.5
(9.5)
21.0
308.5
(83.5)
80.0
-
(3.5)
$
-
-
9.8
-
(9.8)
-
-
$
$
-
-
8.0
-
(8.0)
-
-
$
$
$
101.2
-
-
2.0
5.9
3.2
-
7.6
(9.8)
-
110.1
(110.1)
9.8
-
(100.3)
96.2
-
(6.4)
2.0
5.6
1.7
-
10.1
(8.0)
-
101.2
(101.2)
2.9
-
(98.3)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5.75%
8.25%
4.00%
4.00%
6.00%
8.25%
4.00%
4.00%
4.90%
5.60%
-
3.80%
5.30%
6.00%
-
3.80%
5.75%
-
-
4.00%
6.00%
-
-
4.00%
Information with respect to U.S. defined benefit plan asset activity and defined benefit plan obligations is as follows:
*
In 2004, other post-retirement benefits of $(98.3) million includes a $1.1 million reduction in expense recorded as the
cumulative impact of adopting FSP 106-2.
We use December 31 as the measurement date for our pension and post-retirement plans.
The expected return on plan assets was determined based on historical and expected future returns of the various asset
classes, using the target plan allocations. We reevaluate this assumption at an interim date each plan year. For 2006, our
expected return on plan assets for the U.S. pension plan will be 8%. The calculation of the accumulated post-retirement
benefits obligation assumes a weighted-average annual rate of increase in the per capita cost of covered benefits (i.e., health
care cost trend rate) of 13.0% for 2005. It further assumes the rate will gradually decrease to 5.0% by 2016 and remain at that
level in future periods. The health care cost trend rate assumption has a significant effect on the amounts reported. For
example, increasing the assumed health care cost trend rates by one percentage point each year would increase the
accumulated post-retirement benefits obligation as of December 31, 2005 and 2004 by $8.3 million and $6.9 million,
respectively. The aggregate of the estimated service and interest cost components of net periodic postretirement benefits cost
for both 2005 and 2004 would increase by $0.5 million.
136
Information for our pension plans with accumulated benefit obligations in excess of plan assets is as follows:
(in millions)
U.S. Plan:
Accumulated benefit obligation
Projected benefit obligation
Fair value of plan assets
Non-U.S. Plan:
Accumulated benefit obligation
Projected benefit obligation
Fair value of plan assets
$
$
2005
2004
74.4
77.4
-
$
153.8
156.6
81.8
312.5
315.2
294.3
$
305.2
308.1
225.0
M
inimum Pension Liability Adjustment
(in millions)
Increase (decrease) in minimum pension liability adjustment
included in other comprehensive income (after-tax):
U.S. plans
Non-U.S. plan
Total
(in millions)
Minimum pension liability adjustment included in
accumulated other comprehensive income (after-tax)
U.S. plans
Non-U.S. plan
Total
C
omponents of Net Periodic Pension Cost
2005
2004
$
$
$
$
(5.7)
4.7
(1.0)
2005
6.2
53.3
59.5
$
$
$
$
2.6
2.8
5.4
2004
11.9
48.6
60.5
The components of net defined benefit p
ension plan and post-retirement benefit plan expense are as follows:
Pension Benefits
2004
2005
2003
Other Postretirement Benefits
2004
2005
2003
$
$
$
$
$
$
$
$
$
$
$
$
2.0
5.9
-
-
0.7
8.6
2.0
5.6
-
-
(0.9)
6.7
1.6
6.0
-
-
(0.2)
7.4
(in millions)
U.S. Plans:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognized net actuarial (gains) losses
Net periodic benefit expense
Non-U.S. Plans:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognized net actuarial (gains) losses
Other
Net periodic benefit expense
19.4
33.8
(44.0)
(1.5)
1.8
9.5
1.1
15.1
(12.6)
0.4
2.9
-
6.9
18.3
33.2
(40.9)
(2.2)
0.7
9.1
1.3
15.0
(12.3)
0.4
3.1
-
7.5
20.8
32.1
(32.0)
(2.2)
6.7
25.4
1.1
12.6
(10.0)
0.3
2.0
0.8
6.8
$
$
$
$
$
$
We maintain a defined contribution plan for our U.S. insurance agents. Contributions to this plan are based on a
ntag
non-contributory defined contribution plan covering certain highly compensated former CIGNA agents and emplo
e of the agents’ annual compensation as defined in the plan. Effective January 1, 1998, we assumed the liabilities
yees.
perce
for a
137
Contributions to this plan are made annually based upon varying percentages of annual eligible earnings as defined in
the plan. Contributions to this plan are in lieu of any contributions to the qualified agent defined contribution plan. Effective
January 1, 2000, this plan was expanded to include certain highly compensated LNC agents. The combined pre-tax expenses
for these plans were $3.2 million, $3.0 million and $3.7 million in 2005, 2004 and 2003, respectively. These expenses reflect
both our contribution as well as changes in the measurement of our liabilities under these plans.
Plan Assets
Our U.S. pension plan asset allocations at December 31, 2005 and 2004, by asset category are as follows:
Asset Category
U.S. Plans:
Equity securities
Fixed income securities
Real estate
Cash and cash equivalents
Total
Non-U.S. Plans:
Equity securities
Fixed income securities
Cash and cash equivalents
Total
2005
2004
64%
34%
1%
1%
100%
30%
67%
3%
100%
64%
32%
1%
3%
100%
30%
65%
5%
100%
The primary investment objective of our U.S. defined be
fit pension plan is for capital appreciation and income
ne
h, with an emphasis on avoiding undue risk. A secondary objective is for current income. Investments can be made
growt
d
using the following asset classes: both domestic and international equity and fixed income securities, real estate, guarantee
products, venture capital, oil and gas, as well as any other asset classes the investment managers deem prudent. A five-year
time horizon is utilized as there are inevitably short-run fluctuations, which will cause variations in investment performance.
Each managed fund is expected to rank in the upper 50% of similar funds over the relevant three and/or five-year
s. Managers not meeting these criteria will be subject to additional due diligence review and possible termination.
period
following short-term ranges have been established for weightings in the various asset categories:
The
Asset Category
Cash
Guaranteed Products
Fixed Income
Long-term
High-Yield
International/Emerging Markets*
Real Estate
Equities
Small-cap
International*
Emerging Markets*
Other
Total International**
Weighting Range
0-20 %
0-20 %
20-80 %
0-10 %
0-10 %
0-10 %
0-20 %
0-20 %
0-10 %
0-20 %
20-80 %
0-20 %
0-25 %
Th
e total of domestic cash, domestic fixed income, and domestic equities shall not be less than 50%.
*
**
Currency exposure can be hedged up to 100%
International/Emerging Markets-Fixed Income a
nd Equities
Within the broad ranges provided above, we currently target asset weightings as follows: 64% equities, 35% fixed
e, including real estate, and 1% cash. The performance of the plan and the managed funds are monitored on a quart
erly
incom
138
re
lative to the plan’s objectives. The performance of the managed fund is measured against the following indices: S&P
basis
500, EAFE, Russell 2000, NAREIT, Lehman US Universal and Salomon (Citigroup) 90-day T-Bill. We review this
investment policy on an annual basis.
Our plan assets are principally managed by our Investment Management segment.
Pl
an Cash Flows
We expect to contribute between $0 and $19 million to our qualified U.S. defined benefit pension plan in 2006. In
on, we expect to fund approximately the following amounts for benefit payments for our unfunded non-qualified U.
additi
defined benefit plan, U.S. post-retirement benefit plans and non-U.S. defined benefit pension plan:
S.
Pension Plans
US Post Retirement Plans
Non-Qualified U.S.
Defined Benefit
Pension Plans
$
5.5
6.4
7.3
7.4
6.2
46.2
Reflecting
Medicare Part
D Subsidy
$
7.1
6.5
6.8
7.0
7.3
38.4
Medicare Part
D Subsidy
$
(0.6)
(0.6)
(0.6)
(0.7)
(0.7)
(4.8)
Not Reflecting
Medicare Part
D Subsidy
$
7.7
7.1
7.4
7.7
8.0
43.2
(in millions)
2006
2007
2008
2009
2010
Thereafter
(in millions)
2006
2007
2008
2009
2010
Thereafter
Qualified U.S.
Defined Benefit
Pension Plan
$
29.5
31.9
34.9
37.1
38.3
235.5
Qualified non-U.S.
Defined Benefit
Pension Plan
$
12.2
12.2
13.1
13.2
13.8
78.4
igible
401(k), Money Purchase and Profit Sharing Plans.
W
el
U.S. employees and agents. These plans include 401(k) plans and effective April 1, 2001, a defined contribution
money purchase plan for eligible employees of Delaware Management Holdings, Inc. (“Delaware”). Our contribution to t
he
401(k) plans is equal to 50% of each participant’s pre-tax contribution, not to exceed 6% of base pay plus cash bonus, and is
invested as directed by the participant. An additional discretionary contribution of up to 100% may be made with respect to a
participant’s pre-tax contribution (again up to 6% of base pay plus cash bonus). The amount of discretionary contribution
varies according to whether we have met certain performance-based criteria as determined by the Compensation Committee
of our Board of Directors. The additional discretionary contributions are in our stock.
e also sponsor contributory defined contribution plans for
Our contribution to Delaware’s defined contribution money purchase plan is equal to 7.5% per annum of each
ipant’s eligible compensation. For any plan year, eligible compensation is defined as 100% of an eligible partici
partic
base salary, plus bonus. The amount of bonus is capped such that only 50% of the bonus amounts over $100,000 are
considered eligible compensation. Eligible compensation for both the 401(k) and money purchase plans is subject to v
limitations under Section 401(a) of the Internal Revenue Code of 1986, as amended.
pant’s
arious
xpense for the 401(k) and profit sharing plans amounted to $39.2 million, $38.5 million and $36.1 million in 2005,
E
and 2003, respectively.
2004
Deferred Compensation Plans. We sponsor deferred compensation plans for certain U.S. employees and agents. Plan
ipants may elect to defer payment of a portion of their compensation, as defined by the plans. Plan participants may
partic
select from a menu of “phantom” investment options (identical to those offered under our qualified savings plans) used as
investment measures for calculating the investment return notionally credited to their deferrals. Under the terms of these
plans, we agree to pay out amounts based upon the aggregate performance of the investment measures selected by the
participant. We make matching contributions to these plans based upon amounts placed into the deferred compensation
by individuals. The amount of our contribution is calculated in a manner similar to the employer match calculation described
in the 401(k) plans section above. Expense for these plans amounted to $16.7 million, $14.4 million and $28.7 million in
plans
139
31
2004
th
restric
2005, 2004 and 2003, respectively. These expenses reflect both our employer matching contributions of $7.3 million, $7.3
,
million and $6.4 million, respectively, as well as increases in the measurement of our liabilities net of the total return swap
described below, under these plans of $9.4 million, $7.1 million and $22.3 million for 2005, 2004 and 2003, respectively.
The terms of the deferred compensation plans provide that plan participants who select our stock as the measure for
ution. In addition, participants are precluded from diversifying any portion of their deferred compensation plan accou
their investment return will receive shares of LNC stock in settlement of this portion of their accounts at the time of
distrib
that has been credited to the stock unit fund. Consequently, changes in value of our stock do not affect the expenses
associated with this portion of the deferred compensation plans.
nt
In 2004, we established a deferred compensation plan for no
n-employee directors. The plan allows directors to defer a
tom” investment options is identical to those offered to the employees and agents. The liability associated with this plan
rtion of their annual retainers into the plan and, in addition, we credit deferred stock units annually. The menu of
po
“phan
was $7.8 million and $0.2 million at December 31, 2005 and 2004, respectively. Amounts previously recorded as lia
of $1.6 million were reclassified to equity in 2005 for the deferred compensation payable in LNC stock.
bilities
Prior to 2003, we made investments aggregating $60 million in a variable annuity contract with inve
stment options
sim
ilar to the investment options within the deferred compensation plans, with the objective of partially mitigating the
gs effects created by changes in the value of our deferred compensation plan liabilities. The value of the deferred
earnin
compensation liability and the variable annuity were both marked to market through net income. Income for the change
in
value of the variable annuity contract was $14.7 million in 2003. In June 2004, we withdrew our variable annuity contrac
t,
which had a value of $65.4 million, and entered into a total return swap agreement with a notional amount of $82.5 million
and paid no initial premium. We are using the total return swap to mitigate the earnings effects created by the changes in
value of our deferred compensation plan liability that result from changes in value of the underlying investment options.
The total liabilities associated with the employee and agent plans were $192.1 million and $165.6 million at December
, 2005 and 2004, respectively. Amounts previously recorded as liabilities, $50.4 million, were re-classified to equity in
for the deferred compensation payable in LNC stock.
Stock-Based Incentive Compensation Plans. We have
various incentive plans for the employees, agents and directors
at provide for the issuance of stock options, stock incentive awards, stock appreciation rights, restricted stock awards,
ted stock units (“performance shares”), and deferred stock units.
Delaware Investments U.S., Inc. (“DIUS”) has a separate stock op
tion incentive plan. Information with respect to stock
op
tion and performance share awards granted under these plans is provided in the table below.
Awards
10-year LNC stock options
Performance share units
370,646
435,827
429,695
578,484
2005
2004
Outstanding at December 31
10-year LNC stock options
Performance share units
988,787
1,577,278
625,801
1,221,660
Effective January 1, 2003, LNC began to provide for performa
nce vesting of employee awards under its Incentive
ompensation Plan, as amended and restated on March 8, 2001—the “performance shares” referred to above. The
rmance measures that must be met for vesting to occur are established at the beginning of each three-year performance
C
perfo
period. Depending on the performance results for the relevant period, the actual amount of stock options and perform
share units awarded could range from zero to 200% of the granted amount. For the 2005 – 2007 cycle, certain participants in
rd.
the plan selected from seven different combinations of stock options, shares and/or cash to determine the form of their awa
All other participants will have their award paid in shares.
ance
Total compensation expense for performance vesting
awards for 2005 was $3.4 million relating to stock options, $25.1
illion relating to shares and $4.1 million relating to cash awards. Total compensation expense for performance vesting
m
award
s for 2004 was $2.1 million relating to stock options, $20.4 million relating to shares and $2.5 million relating to cash
awards. The amount of stock option expense for the performance vesting awards is included in the total of our stock option
expense as discussed below. All expense calculations for performance vesting stock options, shares, and cash awards that
were granted in 2005 and 2004 have been based upon the fair value at date of grant and an estimate of performance
achievement over the three-year performance measurement periods. The estimated cost for each award cycle is expensed o
ver
140
the performance period. As the three-year performance periods progress, we refine our estimate of the expense associ
with these awards so that by the end of the three-year performance period, our cumulative expense will reflect the actual level
of awards that vest.
ated
ded under the stock option incentive plans in effect prior to 2003 were granted with an exercise
Stock options awar
price ual to the market value of our stock at the grant date and, unless cancelled earlier due to certain terminations of
eq
emplo
yment, expire 10 years from the date of grant. Such options are generally transferable only upon death unless otherw
er
permitted by the Compensation Committee of our Board of Directors. Options become exercisable in 25% increments ov
the four-year period following the option grant anniversary date. A “reload option” feature was added on May 14, 1997. In
most cases, persons exercising an option after that date using shares of stock have been granted new options in an amount
equal to the number of matured shares tendered to exercise the original option award. The reload options are granted for the
f
remaining term of the related original option and have an exercise price equal to the market value of our stock at the date o
the reload award. Reload options can be exercised two years after the grant date if the value of the new option has appreciate
d
by at least 25%, or if the reload option expires within 2 years, in which case the options become exercisable one month prior
to expiration. The reload feature is not available for options granted after 2002.
ise
Information with respect to our stock options outstanding at December 31
, 2005 is as follows:
Range of
Exercise
Prices
Number
Outstanding
Options Outstanding
Weighted-Average
Remaining
Contractual Life
(Years)
Options Exercisable
Weighted-Average
Exercise Price
Number
Exercisable
Weighted-Average
Exercise Price
21$
31
41
51
21$
- $30
- 40
- 50
- 60
- $60
1,110,476
704,641
3,589,011
3,513,590
8,917,718
3.83
3.44
4.94
4.44
$25.58
35.75
45.07
51.42
891,175
690,158
2,682,179
3,176,079
7,439,591
$25.69
35.77
44.33
51.34
The option price assumptions used for our stock option incentive plans were as follows:
end yield
Divid
Expected volatility
Risk-free interest rate
Expected life (in years)
Weighted-average fair value per option granted
2005
2004
2003
3.1%
26.5%
4.1%
4.1
9.25
$
2.9%
29.5%
2.3%
3.4
8.68
$
4.8%
39.4%
2.3%
3.2
5.88
$
141
Information with respect to our incentive plans involving stock options is as follows:
Options Outstanding
Options Exercisable
Shares
Weighted-Average
Exercise Price
Shares
Weighted-Average
Exercise Price
Balance at January 1, 2003
Granted-original
Granted-reloads
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2003
Granted-original
Granted-reloads
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2004
Granted-original
Granted-reloads
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2005
18,608,009
417,408
130,481
(1,061,447)
(961,962)
17,132,489
465,260
82,343
(2,899,816)
(2,877,076)
11,903,200
370,646
91,858
(2,534,744)
(913,242)
8,917,718
$
$
$
38.89
25.57
33.19
25.50
41.41
39.21
47.52
45.72
29.69
37.21
42.37
46.77
49.53
35.31
44.56
44.41
$
10,883,053
$
38.87
13,038,337
$
39.46
9,981,911
$
41.84
7,439,591
$
44.30
Total compensation expense for our incentive plans involving stock options, including the DIUS stock option
incentive plans discussed below, for 2005, 2004 and 2003 was $26.7 million, $34.0 million and $51.5 million, respectively.
Included in the above compensation is the acceleration of expense resulting from the 2004 and 2003 realignment activities.
Delaware Stock Option Incentive Plans: In 2001, Delaware Management Holdings, Inc. (“Holdings”), through its
wholly-owned subsidiaries DIUS and Delaware International Advisers Limited (“DIAL”), established separate stock option
incentive plans for its domestic and international personnel, respectively. As discussed in Note 12, Holdings completed the
sale of DIAL in September 2004. No DIAL options had been exercised prior to the sale. At the closing, the buyer assumed
responsibility for the DIAL option plan. Stock options awarded under the DIUS plan are granted with an exercise price equal
to the estimated fair market value per share at the date of the grant, as determined by the Compensation Committee with the
assistance of an outside appraiser, and expire 10 years from the date of the grant, subject to conditions of the plan
agreements. Options granted under the DIUS plan become exercisable and vest in 25% increments over the four-year period
following the option grant anniversary date.
Shares acquired upon exercise, provided they have been held for more than six months, may be “put” to Holdings at the
most recent determined fair market value per share, subject to the specific terms of the plan agreements. Additionally, shares
acquired upon exercise, provided they have been held for more than six months, may be “called” by Holdings or DIUS, as
applicable, at the most recent determined fair market value per share. Fair market value is determined using a market
transaction approach based on profit margin, assets under management and revenues. The valuation is performed by an
outside appraiser at least semi-annually and reviewed by the Compensation Committee. The last valuation was performed as
of June 30, 2005 with a value of $143.17 per share.
The option price assumptions used for the DIUS stock option incentive plan was as follows:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Weighted-average fair value per option granted
2005
2.62%
45.0%
3.9%
4.6
48.84
$
DIUS
2004
2.47%
45.0%
3.8%
4.6
42.76
$
2003
2.23%
45.0%
2.6%
4.6
33.37
$
142
At December 31, 2005, DIUS had 10,093,896 shares of common stock outstanding. Information with respect to the
options outstanding and options exercisable under the DIUS incentive stock option plan is as follows:
Options Outstanding
Options Exercisable
Balance at January 1, 2003
Granted-original
Forfeited
Balance at December 31, 2003
Granted-original
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2004
Granted-original
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2005
Shares
1,087,996
277,200
(161,256)
1,203,940
365,000
(53,218)
(189,031)
1,326,691
444,100
(124,316)
(177,281)
1,469,194
$
Weighted-
Average
Exercise Price
117.62
$
112.02
117.99
116.28
136.60
116.10
117.26
121.73
142.57
115.96
119.91
128.74
$
$
Weighted-
Average
Exercise Price
$
116.92
Shares
280,877
427,880
$
117.06
552,259
$
116.94
696,911
$
120.36
At December 31, 2005, options outstanding under the DIUS stock option incentive plan were exercisable at prices
ranging from $112.02 to $144.79 with a weighted-average remaining contractual life of 7.6 years. The exercise prices reflect
an adjustment of $(13.31) resulting from an amendment to the DIUS stock option incentive plan in 2005 as a result of the
sale of DIAL.
Stock Appreciation Rights Incentive Plan. Under our Incentive Compensation Plan, we issue stock appreciation
rights (“SARs”) to certain agents who have full-time contracts with us. The SARs under this program are rights on our stock
that are cash settled and become exercisable in 25% increments over the four-year period following the SAR grant date.
SARs are granted with an exercise price equal to the fair market value of our stock at the date of grant and, unless cancelled
earlier due to certain terminations of employment, expire five years from the date of grant. Generally, such SARs are
transferable only upon death.
We recognize compensation expense for the SAR program based on the fair value method using an option-pricing
model. Compensation expense and the related liability are recognized on a straight-line basis over the vesting period of the
SARs. The liability for SARs is marked-to-market through net income. This accounting treatment causes volatility in net
income as a result of changes in the market value of our stock. We hedge this volatility by purchasing call options on our
stock. Call options hedging vested SARs are also marked-to-market through net income. Total compensation expense
recognized for the SAR program for 2005, 2004 and 2003 was $4.5 million, $6.2 million and $6.8 million, respectively. The
mark-to-market gain recognized through net income on the call options on our stock for 2005, 2004 and 2003 was $2.8
million, $2.4 million and $0.3 million, respectively. The liability for SARs was $8.5 million and $9.4 million at December
31, 2005 and 2004, respectively.
143
Information with respect to our SARs incentive plan at December 31, 2005 is as follows:
SARs Outstanding
Weighted-
Average
Remaining
Contractual
Life (Years)
Number
Outstanding
SARs Exercisable
Weighted-
Average
Exercise Price
Number
Exercisable
Weighted-
Average
Exercise Price
172,337
4,414
627,625
293,750
1,098,126
$
2.20
2.41
2.50
1.20
25.11
33.31
45.88
52.10
$
54,014
1,105
263,398
218,829
537,346
25.11
33.31
44.28
52.10
Range of
Exercise
Prices
21$
31
41
51
21$
- $30
- 40
- 50
- 60
- $60
The option price assumptions used for our SAR plan were as follows:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Weighted-average fair value per SAR granted
2005
2004
2003
3.3%
24.0%
4.8%
5.0
9.06
$
3.0%
25.0%
3.1%
5.0
8.98
$
4.6%
35.0%
3.3%
5.0
9.05
$
144
Information with respect to our SAR plan is as follows:
SARs Outstanding
SARs Exercisable
Balance at January 1, 2003
Granted-original
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2003
Granted-original
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2004
Granted-original
Exercised (includes shares tendered)
Forfeited
Balance at December 31, 2005
Shares
1,382,248
326,650
(63,224)
(46,150)
1,599,524
190,250
(344,588)
(153,686)
1,291,500
230,600
(371,839)
(52,135)
1,098,126
$
Weighted-
Average
Exercise Price
39.20
$
25.28
24.72
39.57
36.92
47.58
28.32
35.83
40.90
46.72
34.14
43.87
44.24
$
$
Weighted-
Average
Exercise Price
$
32.06
Shares
301,108
597,892
$
36.45
629,991
$
40.34
537,346
$
45.42
addition to the stock-based incentives discussed above, we have awarded restricted shares of our stock (non-vested
In
stock
) under the incentive compensation plan, generally subject to a three-year vesting period. The fair market value at date
of grant of the restricted shares is expensed over the vesting period. Information with respect to our restricted stock awarded
from 2003 through 2005 was as follows:
Number of shares
Weighted-average price per share at time of grant
9. Restrictions, Commitments and Contingencies
St
atutory Information and Restrictions
2005
71,725
45.75
$
2004
115,899
46.97
$
2003
35,851
34.03
$
Net income as determined in accordance with statutory accounting practices for our insurance subsidiaries was $742
million,
$599 million and $237 million for 2005, 2004 and 2003, respectively. Statutory surplus as determined in accordance
with statutory accounting practices for our insurance subsidiaries was $4.0 billion and $3.6 billion at December 31, 2005 and
2004, respectively.
The state of Indiana has adopted certain prescribed accounting practices that differ from those found in NAIC statutory
nting practices and effect the reported statutory surplus for LNL. LNL utilizes the Indiana universal life method to
accou
calculate reserves for universal life, which increased statutory surplus by $210 million and $272 million at December 31,
2005 and 2004, respectively. LNL also uses a permitted valuation interest rate on certain annuities, which decreased
statutory surplus by $15 million at both December 31, 2005 and 2004.
Ou
r insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the transfer of funds
ayment of dividends to the holding company. Generally, these restrictions pose no short-term liquidity concerns for the
and p
holding company. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance
subsidiary, LNL, may pay dividends to LNC only from unassigned surplus, without prior approval of the Indiana Insurance
Commissioner (the “Commissioner”), or must receive prior approval of the Commissioner to pay a dividend if such dividend
,
along with all other dividends paid within the preceding twelve consecutive months, would exceed the statutory limitation.
The current statutory limitation is the greater of (i) 10% of the insurer’s policyholders’ surplus, as shown on its last annual
statement on file with the Commissioner or (ii) the insurer’s statutory net gain from operations for the previous twelve
months, but in no event to exceed statutory unassigned surplus. Indiana law gives Commissioner broad discretion to
disapprove requests for dividends in excess of these limits.
145
LNL paid dividends of $200 million and $150 million to LNC during 2005 and 2004, respectively, which did not
require prior approval of the Commissioner. Based upon anticipated on-going positive statutory earnings and favorable credit
markets, LNL expects it could pay dividends of $468 million in 2006 without prior approval from the Commissioner. LNL
paid dividends of $200 million to LNC during 2003. Dividends paid by LNL in 2003 were subject to prior approval from the
Commissioner because LNL had negative statutory earned surplus as of December 31, 2002.
LNL is recognized as an accredited reinsurer in the state of New York, which effectively enables it to conduct
reinsurance business with unrelated insurance companies that are domiciled within the state of New York. As a result, in
addition to regulatory restrictions imposed by the state of Indiana, LNL is also subject to the regulatory requirements that the
State of New York imposes upon authorized insurers. These include reserve requirements, which differ from Indiana’s
requirements.
The New York regulations require LNL to report more reserves to the state of New York. As a result, the level of
statutory surplus that LNL reports to New York is less than the statutory surplus reported to Indiana and the National
Association of Insurance Commissioners. If New York requires us to maintain a higher level of capital to remain an
accredited reinsurer in New York, LNL’s ability to pay dividends to us could be constrained. However, we do not expect that
LNL’s ability to pay dividends during 2006 will be constrained as a result of our status in New York.
Lincoln UK’s operations consist primarily of unit-linked life and pension products, which are similar to U.S. produced
variable life and annuity products. Lincoln UK’s insurance subsidiaries are regulated by the U.K. Financial Services
Authority (FSA) and are subject to capital requirements as defined by the U.K. Capital Resources Requirement (formerly the
Required Minimum Solvency Margin). Lincoln UK maintains approximately 1.5 to 2 times the required capital as prescribed
by the regulatory resources requirement. Effective January 1, 2005, all insurance companies operating in the U.K have to
complete an RBC assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. RBC
requirements in the U.K. are different than the NAIC requirements. In addition, the FSA has imposed certain minimum
capital requirements for the combined U.K. subsidiaries. As is the case with regulated insurance companies in the U.S.,
changes to regulatory capital requirements can impact the dividend capacity of the UK insurance subsidiaries and cash flow
to us. During 2005, Lincoln UK paid dividends of $44.3 million to LNC.
Reinsurance Contingencies
In 2001, Swiss Re acquired our reinsurance operation and personal accident business through indemnity reinsurance
transactions. We recorded the gain related to the indemnity reinsurance transactions on the business sold to Swiss Re as
deferred gain in the liability section of our Consolidated Balance Sheet in accordance with the requirements of SFAS No.
113, “Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts” (“SFAS 113”). The
deferred gain is being amortized into income at the rate that earnings on the reinsured business are expected to emerge, over a
period of 15 years. During 2005, 2004 and 2003 we amortized $50.1 million, after-tax ($77.0 million pre-tax), $57.4 million,
after-tax ($88.3 million, pre-tax) and $49.3 million, after-tax ($75.8 million, pre-tax) respectively, of deferred gain on the sale
of the reinsurance operation.
As a result of developments and information received in the third quarter of 2003 relating to personal accident matters,
we increased reserves on this exited business by $20.9 million, after-tax ($32.1 million pre-tax) with a corresponding increase
in reinsurance recoverable from Swiss Re and in the deferred gain. In the third quarter of 2004, we adjusted the deferred gain
up by $77 million. As a result, the amortization of the deferred gain in 2004 included an adjustment upward of $9.1 million
after-tax.
Because of ongoing uncertainty related to personal accident business, the reserves related to these exited business lines
carried on our balance sheet at December 31, 2005 may ultimately prove to be either excessive or deficient. For instance, in
the event that future developments indicate that these reserves should be increased, under SFAS 113 LNC would record a
current period non-cash charge to record the increase in reserves. Because Swiss Re is responsible for paying the underlying
claims to the ceding companies, we would record a corresponding increase in reinsurance recoverable from Swiss Re.
However, SFAS 113 does not permit us to take the full benefit in earnings for the recording of the increase in the reinsurance
recoverable in the period of the change. Rather, we would increase the deferred gain recognized upon the closing of the
indemnity reinsurance transaction with Swiss Re and would report a cumulative amortization “catch-up” adjustment to the
deferred gain balance as increased earnings recognized in the period of change. Any amount of additional increase to the
deferred gain above the cumulative amortization “catch-up” adjustment must continue to be deferred and will be amortized
into income in future periods over the remaining period of expected run-off of the underlying business. We would transfer no
cash to Swiss Re as a result of these developments.
146
Accordingly, even though we have no continuing underwriting risk, and no cash would be transferred to Swiss Re, in
the event that future developments indicate our December 31, 2005 personal accident reserves are deficient or redundant,
SFAS 113 requires us to adjust earnings in the period of change, with only a partial offset to earnings for the cumulative
deferred gain amortization adjustment in the period of change. The remaining amount of increased gain would be amortized
into earnings over the remaining run-off period of the underlying business.
Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers. We obtain
reinsurance from a diverse group of reinsurers and monitor concentration as well as financial strength ratings of our principal
reinsurers. Our principal reinsurers are strongly rated companies, with Swiss Re representing the largest exposure. We sold
our reinsurance business to Swiss Re primarily through indemnity reinsurance arrangements in 2001. Because we are not
relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured
contracts remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from Swiss Re, which
totaled $4.1 billion at December 31, 2005, and is included in amounts recoverable from reinsurers. Swiss Re has funded a
trust, with a balance of $1.7 billion at December 31, 2005, to support this business. In addition to various remedies that we
would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the transferred reserves.
These assets consist of those reported as trading securities and certain mortgage loans. Our funds withheld and embedded
derivative liabilities at December 31, 2005 included $2.0 billion and $0.2 billion, respectively, related to the business
reinsured by Swiss Re.
United Kingdom Selling Practices
Various selling practices of the Lincoln UK operations have come under scrutiny by the U.K. regulators. These include
the sale and administration of individual pension products and mortgage endowments. Regarding the sale and administration
of pension products to individuals, regulatory agencies have raised questions as to what constitutes appropriate advice to
individuals who bought pension products as an alternative to participation in an employer-sponsored plan. In cases of alleged
inappropriate advice, an extensive investigation has been or is being carried out and the individual put in a position similar to
what would have been attained if the individual had remained in an employer-sponsored plan.
The Treasury Select Committee published a report in the first quarter of 2004 on various issues associated with
mortgage endowment contracts. In response to this report, in the second quarter of 2004, the FSA revised its rules relating to
the time limits for making a complaint regarding the sale of these contracts. The heightened publicity surrounding these
matters has contributed to an increase in the level of customer complaints, which were in excess of expected levels in the first
six months of 2004. As a direct result of this experience and the likely impact of the FSA’s revised rules on time limits,
Lincoln UK increased its reserves for these matters during the second quarter of 2004.
Also in 2004, Lincoln UK reached a favorable settlement with three liability carriers for reimbursement of certain costs
incurred in connection with certain United Kingdom selling practices. The combined effect of the increase to mis-selling
reserves referred to above and the favorable settlement resulted in a $9.0 million pre-tax ($5.9 million after-tax) increase in
net income.
Based upon our evaluation in 2005, we further increased the reserve for selling practice matters by $11 million pre-tax
($7.2 million after-tax) as a result of greater than expected levels of customer complaints. During 2005, there was aggressive
marketing by companies seeking to pursue claims on behalf of individual policyholders prior to the expiration of time limits
for making complaint.
At December 31, 2005 and 2004, the aggregate liability associated with Lincoln UK selling practices was $13.4 million
and $27.4 million, respectively. On an ongoing basis, Lincoln UK evaluates various assumptions underlying these estimated
liabilities, including the expected levels of future complaints and the potential implications with respect to the adequacy of
the aggregate liability associated with UK selling practice matters. Any changes in the regulatory position on time limits for
making a complaint regarding the sale of mortgage endowment contracts or higher than expected levels of complaints may
result in Lincoln UK revising its estimate of the required level of these liabilities. The reserves for these issues are based on
various estimates that are subject to considerable uncertainty. Future changes in complaint levels could effect Lincoln UK’s
ultimate exposure to mis-selling issues, although we believe that any future change would not materially effect our
consolidated financial position.
In addition, we have successfully pursued claims with some of our liability carriers for reimbursement of certain costs
incurred in connection with certain United Kingdom selling practices. We are continuing to pursue claims with liability
carriers.
147
Marketing and Compliance Issues
There continues to be a significant amount of federal and state regulatory activity in the industry relating to numerous
issues including, but not limited to, market timing and late trading of mutual fund and variable insurance products and
broker-dealer access arrangements. Like others in the industry, we have received inquiries including requests for information
and/or subpoenas from various authorities including the SEC, NASD, and the New York Attorney General, as well as notices
of potential proceedings from the SEC and NASD. We are in the process of responding to, and in some cases have settled or
are in the process of settling, certain of these inquiries and potential proceedings. We continue to cooperate fully with such
authorities.
Regulators also continue to focus on replacement and exchange issues. Under certain circumstances companies have
been held responsible for replacing existing policies with policies that were less advantageous to the policyholder. We
continue to monitor compliance procedures to minimize any potential liability. Due to the uncertainty surrounding all of these
matters, it is not possible to provide a meaningful estimate of the range of potential outcomes; however it is management’s
opinion that future developments will not materially affect our consolidated financial position.
Leases
Certain of our subsidiaries lease their home office properties through sale-leaseback agreements. The agreements
provide for a 25-year lease period with options to renew for six additional terms of five years each. The agreements also
provide us with the right of first refusal to purchase the properties during the terms of the lease, including renewal periods, at
a price defined in the agreements. We also have the option to purchase the leased properties at fair market value as defined in
the agreements on the last day of the initial 25-year lease period ending in 2009 or the last day of any of the renewal periods.
Total rental expense on operating leases in 2005, 2004 and 2003 was $64.6 million, $66.3 million and $67.1 million,
respectively. Future minimum rental commitments are as follows (in millions):
2006 – $65.2
2007 – 70.9
2008 – $64.4
2009 – 54.4
2010 – $43.5
Thereafter – 25.9
Information Technology Commitment
In February 1998, we signed a seven-year contract with IBM Global Services for information technology services for
the Fort Wayne operations. In February 2004, we completed renegotiations and extended the contract through February 2010.
Annual costs are dependent on usage but are expected to range from $45 million to $50 million.
Lincoln UK Outsourcing Agreement
Lincoln UK agreed to outsource its customer and policy administration functions to the Capita Group Plc (“Capita”) on
August 1, 2002. The contract was originally for a term of 10 years. During 2003, this agreement was converted to an
evergreen contract. The annual cost is based on a per-policy charge plus an amount for other services provided. The total
costs over the next 10 years of the contract are estimated to be $276 million and annual costs over the next five years are
estimated to decline from $31 million to $29 million. The amounts quoted are estimates, as the actual cost will depend on the
number of policies in force and the applicable inflation rate for the period concerned. Lincoln UK or Capita may terminate
the contract, subject to the necessary conditions being satisfied, by serving six and 12 months notice, respectively.
The services provided to the segment under the Capita agreement are currently deemed to be exempt from value added
tax (“VAT”). In a recent ruling by the European Court of Justice regarding a similar arrangement involving a Dutch insurer,
it was deemed that VAT should be applied to such an arrangement. The U.K. authorities are required to take note of this
ruling in determining U.K. legislation and in July 2005 issued a consultation paper outlining their intention to amend U.K.
legislation so that VAT applies to contracts, such as our arrangement with Capita. In December 2005, U.K. authorities
postponed their decision to implement legislation until after the European Commission has completed its review of the VAT
treatment of insurance and financial services. It is uncertain when this review will be completed and what the outcome will
be. Future changes in the application of VAT to Lincoln UK’s outsourcing arrangement with Capita could impact the
segment’s results, although we believe that any future change would not materially effect our consolidated financial position.
In return for agreeing to outsource its customer and policy administration functions to Capita, the agreement with
Capita included payments that we could receive upon the achievement of certain contingencies. In 2004, we exercised our put
options and recognized a gain of $10.1 million pre-tax ($6.6 million after-tax), in respect of the future contingent payments
under this arrangement. In 2005, we reached an agreement to settle in full the residual contingent payments under this
arrangement, resulting in a gain of $14.2 million pre-tax ($9.2 million after-tax).
148
Football Stadium Naming Rights Commitment
In 2002, we announced an agreement with the Philadelphia Eagles to name the Eagles’ new stadium Lincoln Financial
Field. In exchange for the naming rights, we agreed to pay $139.6 million over a 20-year period through annual payments to
the Eagles, which average approximately $6.7 million per year. The total amount includes a maximum annual increase
related to the Consumer Price Index (“CPI”). This future commitment has not been recorded as a liability in our balance sheet
as it is being accounted for in a manner consistent with the accounting for operating leases under SFAS No. 13, “Accounting
for Leases.”
Human Resources Outsourcing Agreement
We agreed to outsource our human resources administration functions, including payroll, to IBM in 2003. The contract
is for a term of 10 years and the annual cost is based on per check and per employee charges. The total costs over the life of
the contract are estimated to be $37 million, including $28 million over the remainder of the contract from December 31,
2005. Annual costs over the next five years are estimated to decline from $4.2 million to $3.3 million. The actual cost will
depend on the number of active employees and the applicable inflation rate for the period concerned.
Procurement Outsourcing Agreement
In November 2004, we entered into a five-year procurement management arrangement with Accenture LLP. Payments
under the arrangement are expected to total $25.8 million over the contract term, including a technology access fee of $3
million paid in 2004, aggregate operating fees of $13.8 million, ranging between $3.2 million and $1.9 million per year, and
incentive fees aggregating $9.0 million if targeted savings over the contract period are achieved. Depending on the actual
level of savings achieved over the contract period, the incentive fee could range from zero to $14.0 million.
Insurance Ceded and Assumed
Our insurance companies cede insurance to other companies. The portion of risks exceeding each company’s retention
limit is reinsured with other insurers. We seek reinsurance coverage within the businesses that sell life insurance to limit its
liabilities. We reinsure approximately 85% to 90% of the mortality risk on fully underwritten newly issued life insurance
contracts. Our current policy is to retain no more than $5.0 million on a single insured life issued on fixed and variable
universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for Corporate
Owned Life Insurance (COLI) is $1 million and $2 million, respectively. Portions of our deferred annuity business have
been reinsured on a Modco basis with other companies to limit our exposure to interest rate risks. At December 31, 2005, the
reserves associated with these reinsurance arrangements totaled $2.2 billion. To cover products other than life insurance, we
acquire other insurance coverages with retentions and limits that management believes are appropriate for the circumstances.
The accompanying financial statements reflect premiums, benefits and deferred acquisition costs, net of insurance ceded (see
Note 6). Our insurance companies remain liable if their reinsurers are unable to meet contractual obligations under applicable
reinsurance agreements.
Certain of our insurance companies assume insurance from other companies. At December 31, 2005, our insurance
companies provided $56.2 million of statutory surplus relief to other insurance companies under reinsurance transactions.
Generally, such amounts are offset by corresponding receivables from the ceding company, which are secured by future
profits on the reinsured business. However, our insurance companies are subject to the risk that the ceding company may
become insolvent and the right of offset would not be permitted. Our reinsurance operations were acquired by Swiss Re in
December 2001, through a series of indemnity reinsurance transactions. Under the indemnity reinsurance agreements, Swiss
Re reinsured certain of our liabilities and obligations. Because we are not relieved of our legal liability to the ceding
companies, the liabilities and obligations associated with the reinsured contracts remain on our balance sheets with a
corresponding reinsurance receivable from Swiss Re.
Letters of Credit
We maintain a $900 million letter of credit facility to issue standby letters of credit on behalf of our subsidiaries and
for the benefit of third parties. The term of the LOC facility is five years. These LOCs support our reinsurance needs and
specific treaties associated with our reinsurance business acquired by Swiss Re in 2001. LOCs are primarily used to satisfy
the U.S. regulatory requirements of domestic clients of the former Reinsurance segment who have contracted with the
reinsurance subsidiaries not domiciled in the United States and for the reserve credit provided by our affiliated offshore
reinsurance company to our domestic insurance companies for ceded business. The LOC allows the cedents to take credit for
reinsured reserves on their statutory balance sheets. At December 31, 2005, there was a total of $848.5 million in
outstanding LOCs.
149
In February 2006, we entered into the 2006 Credit Agreement with a group of banks that allows for borrowing or
issuance of letters of credit of up to $1.0 billion. See Note 6 for additional information.
LNL is actively exploring strategies to lessen the burden of increased AXXX reserves associated with its universal life
lapse protection rider (“LPR”) product. Strategies include both reinsurance and capital markets solutions that provide for risk
transfer and associated reserve and surplus relief. Currently, this business is reinsured with a non-U.S. domiciled subsidiary.
At December 31, 2005, there were approximately $545 million in outstanding LOCs under the bank agreements supporting
the reinsurance obligations of our non-U.S. domiciled subsidiary to LNL on this LPR business.
Vulnerability from Concentrations
At December 31, 2005, we did not have a material concentration of financial instruments in a single investee or
industry. Our investments in mortgage loans principally involve commercial real estate. At December 31, 2005, 27% of such
mortgages, or $1 billion, involved properties located in California and Texas. Such investments consist of first mortgage liens
on completed income-producing properties and the mortgage outstanding on any individual property does not exceed $37
million. Also at December 31, 2005, we did not have a concentration of: 1) business transactions with a particular customer
or lender; 2) sources of supply of labor or services used in the business or; 3) a market or geographic area in which business
is conducted that makes it vulnerable to an event that is at least reasonably possible to occur in the near term and which could
cause a severe impact to our financial position.
Although we do not have any significant concentration of customers, our Lincoln Retirement segment has had a long-
standing distribution relationship with American Funds Distributors (“AFD”) that is significant to this segment. Prior to
2003, AFD used wholesalers who focus on both American Funds mutual funds as well as the American Legacy Variable
Annuity products. In 2002, AFD agreed with us to transition the wholesaling of American Legacy to Lincoln Financial
Distributors (“LFD”), which was completed in 2003. The American Legacy Variable Annuity product line sold through LFD
accounted for about 39%, 33% and 19% of LNC’s total gross annuity deposits in 2005, 2004 and 2003, respectively. In
addition, the American Legacy Variable Annuity product line represents approximately 41% and 38% of our total gross
annuity account values at December 31, 2005 and 2004, respectively.
Other Contingency Matters
We and our subsidiaries are involved in various pending or threatened legal proceedings, including purported class
actions, arising from the conduct of business. In some instances, these proceedings include claims for unspecified or
substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for
equitable relief. After consultation with legal counsel and a review of available facts, it is management’s opinion that these
proceedings ultimately will be resolved without materially affecting our consolidated financial position.
State guaranty funds assess insurance companies to cover losses to policyholders of insolvent or rehabilitated
companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states.
We have accrued for expected assessments net of estimated future premium tax deductions.
Guarantees
We have guarantees with off-balance-sheet risks having contractual values of $3.8 million and $4.6 million at
December 31, 2005 and 2004, respectively, whose contractual amounts represent credit exposure. Certain of our
subsidiaries have sold commercial mortgage loans through grantor trusts, which issued pass-through certificates. These
subsidiaries have agreed to repurchase any mortgage loans which remain delinquent for 90 days at a repurchase price
substantially equal to the outstanding principal balance plus accrued interest thereon to the date of repurchase. In case of
default by borrowers, we have recourse to the underlying real estate. It is management’s opinion that the value of the
properties underlying these commitments is sufficient that in the event of default, the impact would not be material to us.
These guarantees expire in 2009.
We guarantee the repayment of operating leases on facilities which we have subleased to third parties. These
guarantees obligate us to make payments in the event the third parties fail to perform their payment obligations under the
subleasing agreements. We have recourse to the third parties enabling us to recover any amounts paid under our guarantees.
The annual rental payments subject to these guarantees are $14.5 million and expire in 2009.
150
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 risk, equity risk, and
credit risk. We assess these risks by continually identifying and monitoring changes in interest rate exposure, foreign
currency exposure, equity market exposure, and credit exposure that may adversely impact expected future cash flows and by
evaluating hedging opportunities. Derivative instruments that are currently used as part of our interest rate risk management
strategy include interest rate swaps, interest rate futures and interest rate caps. Derivative instruments that are used as part of
our foreign currency risk management strategy include foreign currency swaps and foreign exchange forwards. Call options
on our stock, total return swaps, put options and equity futures are used as part of our equity market risk management
strategy. We also use credit default swaps as part of our credit risk management strategy.
By using derivative instruments, we are exposed to credit and market risk. If the counterparty fails to perform, credit
risk is equal to the extent of the fair value gain in the derivative. When the fair value of a derivative contract is positive, this
generally indicates that the counterparty owes us and, therefore, creates a payment risk for us. When the fair value of a
derivative contract is negative, we owe the counterparty and therefore we have no payment risk. We minimize the credit (or
payment) risk in derivative instruments by entering into transactions with high quality counterparties that we review
regularly. We also maintain a policy of requiring that all derivative contracts be governed by an International Swaps and
Derivatives Association (“ISDA”) Master Agreement.
LNL and we are required to maintain minimum ratings as a matter of routine practice in negotiating ISDA agreements.
Under the majority of ISDA agreements and as a matter of policy, LNL has agreed to maintain financial strength or claims-
paying ratings above S&P BBB and Moody’s Baa2. A downgrade below these levels would result in termination of the
derivatives contract at which time any amounts payable by us would be dependent on the market value of the underlying
derivative contract. In certain transactions, the counterparty and LNL have entered into a collateral support agreement
requiring us to post collateral upon significant downgrade. We are required to maintain long-term senior debt ratings of S&P
BBB- and Moody’s Baa3. We also require for our own protection minimum rating standards for counterparty credit
protection. LNL is required to maintain financial strength or claims-paying ratings above S&P A- and Moody’s A3 under
certain ISDA agreements, which collectively do not represent material notional exposure. We do not believe the inclusion of
termination or collateralization events poses any material threat to our liquidity position.
Market risk is the adverse effect that a change in interest rates, currency rates, implied volatility rates, or a change in
certain equity indexes or instruments has on the value of a financial instrument. We manage the market risk by establishing
and monitoring limits as to the types and degree of risk that may be undertaken.
Our derivative instruments are monitored by our risk management committee as part of that committee’s oversight of
our derivative activities. Our derivative instruments committee is responsible for implementing various hedging strategies
that are developed through its analysis of financial simulation models and other internal and industry sources. The resulting
hedging strategies are incorporated into our overall risk management strategies.
151
We have derivative instruments with off-balance-sheet risks whose notional or contract amounts exceed the credit
exposure. Outstanding derivative instruments with off-balance-sheet risks, shown in notional or contract amounts along with
their carrying value and estimated fair values, are as follows:
(in millions)
Interest rate derivative instruments:
Interest rate cap agreements
Interest rate futures
Interest rate swap agreements
Treasury lock agreements
Total interest rate derivative instruments
Foreign currency derivative instruments:
Foreign currency swaps
Credit derivative instruments:
Credit default swaps
Equity indexed derivative instruments:
Equity futures
Total return swaps
Put options
Call options (based on LNC stock)
Total equity indexed derivative instruments
Embedded derivatives per SFAS No. 133
Total derivative instruments*
Notional or
Contract Amounts
2005
2004
Assets (Liabilities)
Carrying Value/
Fair Value
2005
2004
$
5,450.0
1,578.4
735.0
200.0
7,963.4
$
4,000.0
255.6
718.0
-
4,973.6
$
4.8
-
11.2
-
16.0
$
3.8
-
39.6
-
43.4
57.7
20.0
41.8
13.0
(5.3)
(5.6)
-
0.1
252.4
100.9
1,375.0
1.3
1,729.6
-
9,770.7
$
99.0
90.4
400.0
1.3
590.7
-
5,619.1
$
-
-
131.1
16.6
147.7
(281.9)
(123.5)
$
-
-
39.0
15.0
54.0
(352.3)
(260.4)
$
*
Total derivative instruments for 2005 were composed of an asset of $174.7 million recorded in derivative investments,
a $5.9 million liability recorded in insurance policy and claim reserves and a liability of $292.2 million recorded in
reinsurance related derivative liability on the Consolidated Balance Sheet. Total derivative instruments for 2004 we
re
composed of an asset of $102.5 million recorded in derivative investments, a $12.5 million contra-liability recorded in
insurance policy and claim reserves and a liability of $375.3 million recorded in reinsurance related derivative liability
on the Consolidated Balance Sheet.
152
A reconciliation of the notional or contract amounts for the significant programs using derivative agreements and
contracts is as follows:
(in millions)
Balance at beginning-of-year
New contracts
Terminations and maturities
Balance at end-of-year
Interest Rate
Cap Agreements
Interest Rate
Futures
2005
4,000.0
1,450.0
-
5,450.0
$
$
2004
2,550.0
1,450.0
-
4,000.0
$
$
2005
$
255.6
6,278.8
(4,956.0)
1,578.4
$
2004
$
-
740.0
(484.4)
255.6
$
Interest Rate
Swap Agreements
2005
2004
$
$
Treasury Lock
Agreements
2005
$
-
200.0
-
200.0
$
2004
$
-
-
-
$
-
694.8
50.5
(27.3)
718.0
$
$
(in millions)
Balance at beginning-of-year
New contracts
Terminations and maturities
Balance at end-of-year
Foreign Exchange
Forward Contracts
2005
2004
-
$
$
44.4
(44.4)
$
-
15.1
-
(15.1)
$
-
Foreign Currency
Swap Agreements
2005
2004
$
$
41.8
30.0
(14.1)
57.7
17.9
26.0
(2.1)
41.8
Credit Default
Swaps
Equity Futures
2005
$
2004
$
8.0
10.0
(5.0)
13.0
2005
$
99.0
849.6
(696.2)
252.4
2004
$
9.0
724.0
(634.0)
99.0
$
$
$
$
$
$
718.0
37.0
(20.0)
735.0
13.0
20.0
(13.0)
20.0
(in millions)
Balance at beginning-of-year
New contracts
Terminations and maturities
Balance at end-of-year
Total Return
Swaps
2005
$
90.4
10.5
-
100.9
$
2004
-
$
91.1
(0.7)
90.4
$
Put Options
2005
$
400.0
975.0
-
$
1,375.0
2004
-
$
400.0
-
400.0
$
Call Options
(Based on LNC Stock)
2005
$
2004
$
1.3
0.2
(0.2)
1.3
1.5
0.2
(0.4)
1.3
$
$
Accounting for Derivative Instruments and Hedging Activities
As of December 31, 2005 and 2004, we had derivative instruments that were designated and qualified as cash flow
hedges and fair value hedges. We also had derivative instruments that were not designated as hedging instruments. See Note
1 for a detailed discussion of the accounting treatment for derivative instruments. For 2005, 2004 and 2003, we recognized
net losses after-DAC and after-tax of $0.8 million, $7.4 million, and $1.6 million, respectively, in net income as a component
of realized investment gains and losses. These losses relate to the ineffective portion of cash flow hedges, the change in
market value for derivative instruments not designated as hedging instruments, and the loss on swap terminations. For 2005
and 2004, we recognized losses after-DAC and after-tax of $6.7 million and $8.1 million, respectively, in OCI related to the
change in market value on derivative instruments that are designated and qualify as cash flow hedges.
Derivative Instruments Designated in Cash Flow Hedges
Interest Rate Swap Agreements. We use interest rate swap agreements to hedge our exposure to floating rate bond
coupon payments, replicating a fixed rate bond. An interest rate swap is a contractual agreement to exchange payments at one
or more times based on the actual or expected price level, performance or value of one or more underlying interest rates. We
are required to pay the counterparty the stream of variable interest payments based on the coupon payments from the hedged
bonds, and in turn, receive a fixed payment from the counterparty, at a predetermined interest rate. The net receipts/payments
from these interest rate swaps are recorded in net investment income. Gains (losses) on interest rate swaps hedging our
interest rate exposure on floating rate bond coupon payments are reclassified from accumulated OCI to net income as bond
interest is accrued.
We also use interest rate swap agreements to hedge our exposure to interest rate fluctuations related to the forecasted
purchase of assets for certain investment portfolios. The gains (losses) resulting from the swap agreements are recorded in
OCI. The gains (losses) are reclassified from accumulated OCI to earnings over the life of the assets once the assets are
purchased. As of December 31, 2005, there were no interest rate swaps hedging forecasted asset purchases.
Foreign Currency Swaps. We use foreign currency swaps, which are traded over-the-counter, to hedge some of the
foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency swap
is a contractual agreement to exchange the currencies of two different countries at a specified rate of exchange in the future.
Gains (losses) on foreign currency swaps hedging foreign exchange risk exposure on foreign currency bond coupon payments
are reclassified from accumulated OCI to net income as bond interest is accrued. The foreign currency swaps expire in 2006
through 2015.
153
Call Options on LNC Stock. We use call options on our stock to hedge the expected increase in liabilities arising from
SARs granted on our stock. Upon option expiration, the payment, if any, is the increase in our stock price over the strike
price of the option applied to the number of contracts. Call options hedging vested SARs are not eligible for hedge
accounting and both are marked to market through net income. Call options hedging nonvested SARs are eligible for hedge
accounting and are accounted for as cash flow hedges of the forecasted vesting of SAR liabilities. To the extent that the cash
flow hedges are effective, changes in the fair value of the call options are recorded in accumulated OCI. Amounts recorded in
OCI are reclassified to net income upon vesting of SARs. Our call option positions will be maintained until such time the
SARs are either exercised or expire and our SAR liabilities are extinguished. The SARs expire five years from the date of
grant.
Treasury Lock. In 2005, we entered into a treasury lock to hedge the anticipated issuance of debt to finance the
merger with Jefferson-Pilot. A treasury lock is an agreement that allows the holder to lock in a benchmark interest rate, so
that if the benchmark interest rate increases, the holder is entitled to receive a payment from the counterparty to the
agreement equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-
in benchmark interest rate. If the benchmark interest rate decreases, the holder must pay the counterparty to the agreement an
amount equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-in
benchmark interest rate. The receipt (payment) from the termination of a treasury lock is recorded in OCI and is reclassified
from accumulated OCI to interest expense over the coupon-paying period of the related senior debt. As of December 31,
2005, we had open treasury locks with notional amounts of $200 million.
Gains and losses on derivative contracts that qualify as cash-flow hedges are reclassified from accumulated OCI to
current period earnings. As of December 31, 2005, $16.6 million of the deferred net gains on derivative instruments
accumulated in OCI are expected to be reclassified to earnings during 2006. This reclassification is primarily due to the
receipt of interest payments associated with variable rate securities and forecasted purchases, payment of interest on our
senior debt, the receipt of interest payments associated with foreign currency securities, and the periodic vesting of SARs.
Derivative Instruments Designated as Fair Value Hedges
Interest Rate Swap Agreements. We use interest rate swap agreements to hedge the risk of paying a higher fixed rate
of interest on junior subordinated debentures issued to affiliated trusts and on senior debt than would be paid on long-term
debt based on current interest rates in the marketplace. We are required to pay the counterparty a stream of variable interest
payments based on the referenced index, and in turn, receives a fixed payment from the counterparty, at a predetermined
interest rate. The net receipts/payments from these interest rate swaps are recorded as an adjustment to the interest expense
related to the debt being hedged. The changes in fair value of the interest rate swap are reported in the Consolidated
Statement of Income in the period of change along with the offsetting changes in fair value of the debt being hedged.
All Other Derivative Instruments
We use various other derivative instruments for risk management and income generation purposes that either do not
qualify for hedge accounting treatment or have not currently been qualified by us for hedge accounting treatment. The gain or
loss related to the change in market value for these derivative instruments is recognized in net income during the period of
the change (reported as realized gain (loss) on investments in the Consolidated Statements of Income except where otherwise
noted below).
Interest Rate and Equity Futures. We use interest rate and equity futures contracts to hedge the liability exposure
on certain options in variable annuity products. These futures contracts require payment between our counterparty and us on a
daily basis for changes in the futures index price. Cash settlements on the change in market value of financial futures
contracts along with the resulting gains and losses are recorded daily in net income through the benefits line in the
Consolidated Statements of Income. The open positions at December 31, 2005 all expire in 2006.
Total Return Swaps. 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. Cash settlements
on the change in market value of the total return swaps along with the resulting gains and losses are recorded in net income
through the underwriting, acquisition, insurance and other expenses line in the Consolidated Statements of Income. The open
positions at December 31, 2005 do not have a stated contract expiration date.
Foreign Currency Forward Contract. We used foreign currency forward contracts to hedge dividends received
from its foreign subsidiary, Lincoln UK. The foreign currency forward contracts obligate us to deliver a specified amount of
currency at a future date at a specified exchange rate. The contract does not qualify for hedge accounting under FAS 133.
Therefore, all gains or losses on the foreign currency forward contracts are recorded as realized gains (losses).
154
Put Options. We use put options to hedge the liability exposure on certain options in variable annuity products. Put
options are contracts that require counterparties to pay us 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. Cash settlements on the change
in market value of the put options along with the resulting gains and losses are recorded in net income through the benefits
line in the Consolidated Statements of Income. The open positions at December 31, 2005 expire in 2009 through 2020.
Interest Rate Swap Agreements. We used a forward starting interest rate swap agreement to hedge our exposure to
the forecasted sale of mortgage loans. We were required to pay the counterparty a predetermined fixed stream of payments,
and in return, received payments based on a floating rate from the counterparty. The net receipts/payments from these interest
rate swaps were recorded in realized gain (loss) on investments and derivative instruments. As of December 31, 2005, there
were no forward starting interest rate swap agreements.
Interest Rate Cap Agreements. The interest rate cap agreements, which expire in 2006 through 2010, entitle us to
receive quarterly payments from the counterparties on specified future reset dates, contingent on future interest rates. For
each cap, the amount of such quarterly payments, if any, is determined by the excess of a market interest rate over a specified
cap rate multiplied by the notional amount divided by four. The purpose of our interest rate cap agreement program is to
provide a level of protection for our annuity line of business from the effect of rising interest rates. The interest rate cap
agreements provide an economic hedge of the annuity line of business. However, the interest rate cap agreements are not
linked to assets and liabilities on the balance sheet that meet the significantly increased level of specificity required under
SFAS 133. Therefore, the interest rate cap agreements do not qualify for hedge accounting under SFAS 133.
Swaptions. Swaptions entitled us to receive settlement payments from the counterparties on specified expiration
dates, contingent on future interest rates. For each swaption, the amount of such settlement payments, if any, is determined by
the present value of the difference between the fixed rate on a market rate swap and the strike rate multiplied by the notional
amount. The purpose of our swaption program was to provide a level of protection for our annuity line of business from the
effect of rising interest rates. The swaptions provided an economic hedge of the annuity line of business. However, the
swaptions were not linked to specific assets and liabilities on the balance sheet that met the significantly increased level of
specificity required under SFAS 133. Therefore, the swaptions did not qualify for hedge accounting under SFAS 133. At
December 31, 2005, there were no outstanding swaptions.
Credit Default Swaps. We buy credit default swaps to hedge against a drop in bond prices due to credit concerns of
certain bond issuers. A credit swap allows us to put the bond back to the counterparty at par upon a credit event by the bond
issuer. A credit event is defined as bankruptcy, failure to pay, or obligation acceleration. We have not currently qualified
credit default swaps for hedge accounting under SFAS 133, as amounts are insignificant. As of December 31, 2005, we had
no outstanding purchased credit default swaps.
We also sell credit default swaps to offer credit protection to investors. The credit default swaps hedge the investor
against a drop in bond prices due to credit concerns of certain bond issuers. A credit swap allows the investor to put the bond
back to us at par upon a credit event by the bond issuer. A credit event is defined as bankruptcy, failure to pay, or
restructuring. As of December 31, 2005, we had credit swaps with a notional amount of $20.0 million, which expire in 2010.
Call Options on Our Stock. As discussed previously in the Cash Flow Hedges section, we use call options on our
stock to hedge the expected increase in liabilities arising from SARs granted on our stock. Call options hedging vested SARs
are not eligible for hedge accounting treatment under SFAS 133. Mark-to-market changes are recorded in net income in
underwriting, acquisition, insurance and other expenses.
Derivative Instrument Embedded in Deferred Compensation Plan. We have certain deferred compensation plans
that have embedded derivative instruments. The liability related to these plans varies based on the investment options
selected by the participants. The liability related to certain investment options selected by the participants is marked to
market through net income in underwriting, acquisition, insurance and other expenses.
Derivative Instrument Embedded in Modified Coinsurance and Coinsurance with Funds Withheld
Arrangements. We are involved in various Modco and CFW reinsurance arrangements that have embedded derivatives. The
change in fair value of the embedded derivative, as well as the gains or losses on trading securities supporting these
arrangements, flows through net income.
Derivative Instrument Embedded in Variable Annuity Products. We have certain variable annuity products with a
GMWB feature that is an embedded derivative. The change in fair value of the embedded derivatives flows through net
income through the benefits line in the Consolidated Statements of Income.
155
Derivative Instruments Embedded in Available-for-Sale Securities. We own various debt securities that (a) contain
call options to exchange the debt security for other specified securities of the borrower, usually common stock, or (b) contain
call options to receive the return on equity-like indexes. The change in fair value of the embedded derivatives flows through
net income. These embedded derivatives have not been qualified for hedge accounting treatment under SFAS 133.
We have used certain other derivative instruments in the past for hedging purposes. Although other derivative
instruments may have been used in the past, derivative types that were not outstanding from January 1, 2004 through
December 31, 2005 are not discussed in this disclosure.
Additional Derivative Information. Income other than realized gains and losses for the agreements and contracts
described above amounted to $28.4 million, $26.8 million and $32.7 million in 2005, 2004 and 2003, respectively. The
increase in income for 2005 resulted from a reduction in expenses on futures offset by reductions in income on interest rate
swaps, total return swaps and puts.
We are exposed to credit loss in the event of nonperformance by counterparties on various derivative contracts.
However, we do not anticipate nonperformance by any of the counterparties. The credit risk associated with such agreements
is minimized by purchasing such agreements from financial institutions with long-standing, superior performance records.
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. At December 31, 2005, the exposure was $160.0 million.
10. Fair Value of Financial Instruments
The following discussion outlines the methodologies and assumptions used to determine the estimated fair value of our
financial instruments. Considerable judgment is required to develop these fair values. Accordingly, the estimates shown are
not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial
instruments.
Fixed Maturity and Equity Securities—Available-for-Sale and Trading Securities. Fair values for fixed maturity
securities are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are
estimated using values obtained from independent pricing services. In the case of private placements, fair values are
estimated by discounting expected future cash flows using a current market rate applicable to the coupon rate, credit quality
and maturity of the investments. The fair values for equity securities are based on quoted market prices.
Mortgage Loans on Real Estate. The estimated fair value of mortgage loans on real estate was 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, loan to value, caliber of tenancy,
borrower and payment record. Fair values for impaired mortgage loans are based on: 1) the present value of expected future
cash flows discounted at the loan’s effective interest rate; 2) the loan’s market price; or 3) the fair value of the collateral if the
loan is collateral dependent.
Policy Loans. The estimated fair value of investments in policy loans was calculated on a composite discounted cash
flow basis using Treasury interest rates consistent with the maturity durations assumed. These durations were based on
historical experience.
Derivative Instruments. We employ several different methods for determining the fair value of our derivative
instruments. Fair values for derivative contracts are based on current settlement values. These values are based on: 1) quoted
market prices; 2) industry standard models that are commercially available; and 3) broker quotes. These techniques project
cash flows of the derivatives using current and implied future market conditions. We calculate the present value of the cash
flows to determine the derivatives’ current fair market value.
Other Investments, and Cash and Invested Cash. The carrying value for assets classified as other investments, and
cash and invested cash in the accompanying balance sheets approximates their fair value. Other investments include limited
partnership investments which are accounted for using the equity method of accounting.
156
Investment Type Insurance Contracts. The balance sheet captions, “Insurance Policy and Claims Reserves” and
“Contractholder Funds,” include investment type insurance contracts (i.e., deposit contracts and certain guaranteed interest
contracts). The fair values for the deposit contracts and certain guaranteed interest contracts are based on their approximate
surrender values. The fair values for the remaining guaranteed interest and similar contracts are estimated using discounted
cash flow calculations. These calculations are based on interest rates currently offered on similar contracts with maturities
that are consistent with those remaining for the contracts being valued.
The remainder of the balance sheet captions, “Insurance Policy and Claims Reserves” and “Contractholder Funds” that
do not fit the definition of “investment type insurance contracts” are considered insurance contracts. Fair value disclosures
are not required for these insurance contracts, nor have we determined the fair value of such contracts. It is our position that
not disclosing the fair value of these insurance contracts is important because readers of these financial statements could draw
inappropriate conclusions about our shareholders’ equity determined on a fair value basis. It could be misleading if only the
fair value of assets and liabilities defined as financial instruments are disclosed. Along with other companies in the insurance
industry, we are monitoring the related actions of the various rule-making bodies and attempting to determine an appropriate
methodology for estimating and disclosing the “fair value” of their insurance contract liabilities.
Short-term and Long-term Debt. Fair values for our long-term debt issues are based on quoted market prices or
estimated using discounted cash flow analysis based on our incremental borrowing rate at the balance sheet date for similar
types of borrowing arrangements where quoted prices are not available. For short-term debt, excluding current maturities of
long-term debt, the carrying value approximates fair value.
Junior Subordinated Debentures Issued to Affiliated Trusts. Fair values for junior subordinated debentures issued
to affiliated trusts are based on quoted market prices.
Guarantees. Our guarantees relate to mortgage loan pass-through certificates. Based on historical performance where
repurchases have been negligible and the current status of the debt, none of the loans are delinquent and the fair value
liability for the guarantees related to mortgage loan pass-through certificates is insignificant.
Investment Commitments. Fair values for commitments to make investments in fixed maturity securities (primarily
private placements), mortgage loans on real estate and real estate are based on the difference between the value of the
committed investments as of the date of the accompanying balance sheets and the commitment date. These estimates take
into account changes in interest rates, the counterparties’ credit standing and the remaining terms of the commitments.
Separate Accounts. We report assets held in separate accounts at fair value. The related liabilities are also reported at
fair value in amounts equal to the separate account assets.
157
The carrying values and estimated fair values of our financial instruments are as follows:
(in millions)
Assets (liabilities):
Securities available-for-sale
Fixed maturities
Equity
Trading securities
Mortgage loans on real estate
Policy loans
Derivatives Instruments*
Other investments
Cash and invested cash
Investment type insurance contracts:
Deposit contracts and certain guaranteed
interest contracts
Remaining guaranteed interest and similar
contracts
Short-term debt
Long-term debt
Junior subordinated debentures issued
to affiliated trusts
Guarantees
Investment commitments
2005
2004
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
$
33,443.2
144.7
3,246.0
3,662.6
1,862.2
(123.4)
452.2
2,311.7
$
33,443.2
144.7
3,246.0
3,860.0
2,007.7
(123.4)
452.2
2,311.7
$
34,700.6
161.1
3,237.4
3,856.9
1,870.6
(260.4)
386.8
1,661.7
$
34,700.6
161.1
3,237.4
4,146.3
2,026.6
(260.4)
386.8
1,661.7
(21,147.0)
(13.2)
(21,150.2)
(13.2)
(21,703.9)
(45.2)
(21,758.4)
(46.7)
(119.9)
(999.0)
-
(334.0)
-
-
(119.9)
(1,039.7)
-
(327.1)
-
-
(214.4)
(1,048.6)
(217.6)
(1,107.7)
(339.8)
-
-
(343.0)
-
0.3
*
Total derivative instruments for 2005 are composed of an asset of $174.7 million recorded in derivative investments, a
$5.9 million liability recorded in insurance policy and claim reserves and a liability of $292.2 million recorded in
reinsurance related derivative liability. Total derivative instruments for 2004 are composed of an asset of $102.5
million recorded in derivative investments, a $12.5 million contra-liability recorded in insurance policy and claim
reserves and a liability of $375.3 million recorded in the reinsurance related derivative liability.
As of December 31, 2005 and 2004, the carrying value of the deposit contracts and certain guaranteed contracts is net
of DAC of $383.2 million and $434.4 million, respectively, excluding adjustments for DAC applicable to changes in the fair
value of securities. The carrying values of these contracts are stated net of DAC so that they are comparable with the fair
value basis.
158
11. Segment Information
We have four business segments: Lincoln Retirement, Life Insurance, Investment Management and Lincoln UK.
Our Lincoln Retirement segment, with principal operations in Fort Wayne, Indiana, provides tax-deferred investment
growth and lifetime income opportunities for its clients through the manufacture and sale of fixed and variable annuities.
Through a broad-based distribution network, Lincoln Retirement provides an array of annuity products to individuals and
employer-sponsored groups in all 50 states of the United States. Lincoln Retirement distributes some of its products through
LFD, as well as LFA, our retail unit. In addition, Lincoln Retirement has alliances with a variety of unrelated companies
where we provide the manufacturing platform for annuity products and the alliance company provide investment
management, marketing and distribution.
Our Life Insurance segment, with principal operations in Hartford, Connecticut, and additional offices in Fort Wayne,
Indiana and Schaumberg, Illinois, focuses on the creation and protection of wealth for its clients through the manufacture and
sale of life insurance products throughout the United States. The Life Insurance segment offers universal life, variable
universal life, interest-sensitive whole life, corporate owned life insurance, linked-benefit life (a universal life product with a
long-term care benefit) and term life insurance. The Life Insurance segment’s products are primarily distributed through LFD
and LFA.
Our Investment Management segment, with principal operations in Philadelphia, Pennsylvania, offers a variety of asset
management services to retail and institutional clients throughout the United States and certain foreign countries. Its product
offerings include mutual funds and managed accounts. It also provides investment management and account administration
services for variable annuity products, 401(k), “529” college savings plans, pension, endowment, trust, and other institutional
accounts. Retail products are primarily marketed by LFD through financial intermediaries including LFA. Institutional and
asset management products are marketed by a separate sales force within Delaware, which works closely with pension
consultants. Delaware also provides investment management services for our general account assets.
Our Lincoln UK segment, with principal operations in Barnwood, Gloucester, England, is licensed to do business
throughout the United Kingdom. Lincoln UK manages, administers and accepts new deposits on its current block of business
and accepts new business for certain products. Lincoln UK’s product portfolio principally consists of unit-linked life and
pension products, which are similar to U.S. produced variable life and annuity products.
We report the operations of LFA and LFD and the operations not directly related to the business segments and
unallocated corporate items (i.e., corporate investment income, interest expense on corporate debt, unallocated overhead
expenses, and the amortization of the gain on the sale of reinsurance business) in Other Operations. The gain resulting from
the 2001 indemnity reinsurance transaction with Swiss Re for acquisition of our reinsurance business was deferred and is
amortized into earnings at the rate that earnings on the reinsured business are expected to emerge, over a period of 15 years.
The ongoing management of the indemnity reinsurance contracts and the reporting of the deferred gain are reported in Other
Operations.
159
2005
2004
2003
$
2,258.0
1,993.5
$
2,128.0
1,952.9
$
1,985.1
1,906.1
567.8
318.4
1,019.8
(667.7)
(3.2)
535.0
342.2
852.3
(517.2)
76.8
1.3
5,487.9
$
1.3
5,371.3
$
$
471.5
298.9
36.0
43.4
1.7
(19.1)
(2.2)
0.9
831.1
-
831.1
$
$
$
414.6
280.3
43.6
43.5
(57.2)
(18.0)
23.8
0.9
731.5
(24.5)
707.0
474.0
274.5
668.3
(384.0)
356.4
3.5
5,283.9
331.9
264.5
34.5
43.6
(81.7)
(38.8)
231.6
(18.5)
767.1
(255.2)
511.9
$
$
$
Financial data by segment was as follows:
(in millions)
Revenue:
Segment operating revenue:
Lincoln Retirement
Life Insurance
Investment Management (1)
Lincoln UK
Other Operations
Consolidating adjustments
Net realized investment results (2)
Reserve development net of related amortization on business
sold through reinsurance
Total
Net Income:
Segment operating income:
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Other Items (3)
Net realized investment results (4)
Reserve development net of related amortization on business
sold through reinsurance
Income before cumulative effect of accounting change
Cumulative effect of accounting change
Net Income
(in millions)
Assets:
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other Operations
Consolidating adjustments
Total
2005
2004
$
$
75,105.6
23,850.9
7,377.6
9,513.3
15,063.7
(6,123.5)
124,787.6
$
$
68,552.7
22,805.0
6,391.5
9,583.9
14,572.8
(5,686.6)
116,219.3
(1) Revenues for the Investment Management segment include inter-segment revenues for asset management services
(2)
(3)
(4)
provided to our other segments. These inter-segment revenues totaled $98.8 million, $105.8 million and $101.2 million
for 2005, 2004 and 2003, respectively.
Includes realized losses on investments of $21.6 million, $45.7 million and $16.7 million for 2005, 2004 and 2003,
respectively; realized losses on derivative instruments of $0.5 million, $11.5 million and $2.5 million for 2005, 2004
and 2003, respectively; gain on transfer of securities from available-for-sale to trading of $371.5 million for 2003; gain
(loss) on reinsurance embedded derivative/trading securities of $4.7 million, $(1.0) million and $4.1 million in 2005,
2004 and 2003, respectively; and gain on sale of subsidiaries/businesses of $14.2 million and $135.0 million for 2005
and 2004, respectively.
Includes restructuring charges of $19.1 million, $13.9 million and $35.1 million for 2005, 2004 and 2003, respectively,
and loss on the early retirement of subordinated debt of $4.1 million and $3.7 million for 2004 and 2003, respectively.
Includes realized losses on investments of $14.5 million, $30.0 million and $11.0 million for 2005, 2004 and 2003,
respectively; realized losses on derivative instruments of $7.5 million and $1.6 million for 2004 and 2003, respectively;
gain on transfer of securities from available-for-sale to trading of $241.5 million for 2003; gain (loss) on reinsurance
embedded derivative/trading securities of $3.0 million, $(0.6) million and $2.7 million for 2005, 2004 and 2003,
160
respectively; and gain on sale of subsidiaries/businesses of $9.3 million and $61.9 million for 2005 and 2004,
respectively.
Most of our foreign operations are conducted by Lincoln UK. The data for this company is shown above under the
Lincoln UK segment heading. The other segments have limited non-U.S. operations. Foreign intracompany revenues are not
significant. Financial data for Lincoln UK and the other non-U.S. units is as follows:
(in millions)
Revenue
2005
2004
2003
$
333.5
$
359.1
$
335.0
Income before Federal Income Taxes
Income Tax Expense
Net Income
$
$
$
89.0
31.1
57.9
$
$
89.3
16.0
73.3
78.7
18.9
59.8
8,745.4
$
$
Assets
$
9,527.4
$
9,592.4
12. Shareholders’ Equity
Our common and series A preferred stocks are without par value.
All of the issued and outstanding series A preferred stock is $3 cumulative convertible and is convertible at any time
into shares of common stock. The conversion rate is sixteen shares of common stock for each share of series A preferred
stock, subject to adjustment for certain events. The series A preferred stock is redeemable at our option at $80 per share plus
accrued and unpaid dividends. Outstanding series A preferred stock has full voting rights, subject to adjustment if we are in
default as to the payment of dividends. If LNC is liquidated or dissolved, holders of series A preferred stock will be entitled
to payments of $80 per share. The difference between the aggregate preference on liquidation value and the financial
statement balance for the series A preferred stock was $0.7 million at December 31, 2005.
We have outstanding one common share purchase (“Right”) on each outstanding share of LNC common stock. A Right
will also be issued with each share of LNC common stock that is issued before the Rights become exercisable or expire. If a
person or group announces an offer that would result in beneficial ownership of 15% or more of LNC common stock, the
Rights will become exercisable and each Right will entitle its holder to purchase one share of LNC common stock for $100.
Upon the acquisition of 15% or more of LNC common stock, each holder of a Right (other than the person acquiring the 15%
or more) will have the right to acquire the number of shares of LNC common stock that have a market value of two times the
exercise price of the Right. If we are acquired in a business combination transaction in which we do not survive, each holder
of a Right (other than the acquiring person) will have the right to acquire common stock of the acquiring person having a
market value of two times the exercise price of the Right. We can redeem each Right for one cent at any time prior to the
tenth day after a person or group has acquired 15% or more of LNC common stock. The Rights expire on November 14,
2006. As of December 31, 2005, there were 173,768,078 Rights outstanding.
During 2005 and 2004, we purchased and retired 2.3 million and 7.6 million shares, respectively, of our common stock
at a total cost of $103.6 million and $350.2 million, respectively. There were no repurchases in 2003. The common stock
account was reduced for these purchases in proportion to the percentage of shares acquired. The remainder of the purchase
price was charged to retained earnings.
The income used in the calculation of our diluted earnings per share is our income before cumulative effect of
accounting change and net income, reduced by minority interest adjustments related to outstanding stock options under the
DIUS stock option incentive plan of $0.3 million and $0.4 million for 2005 and 2004, respectively.
161
A reconciliation of the denominator in the calculations of basic and diluted net income and income before cumulative
effect of accounting change per share is as follows:
Denominator: [number of shares]
Weighted-average shares, as used in basic calculation
Shares to cover conversion of preferred stock
Shares to cover non-vested stock
Average stock options outstanding during the period
Assumed acquisition of shares with assumed proceeds
and benefits from exercising stock options (at average
market price for the year).
Shares repurchaseable from measured but unrecognized
stock option expense
Average deferred compensation shares
Weighted-average shares, as used in diluted calculation
2005
2004
2003
173,069,552
259,451
1,307,145
6,659,456
176,190,662
279,619
578,682
8,850,823
177,368,137
302,974
148,713
7,261,850
(6,341,673)
(7,714,991)
(6,159,250)
(112,312)
1,302,624
176,144,243
(200,989)
1,033,319
179,017,125
(437,062)
956,405
179,441,767
We have stock options outstanding, which were issued at prices that are above the current average market price of
LNC common stock. In the event the average market price of LNC common stock exceeds the issue price of stock options,
such options would be dilutive to our earnings per share and will be shown in the table above. Participants in our deferred
compensation plans that select LNC stock for measuring the investment return attributable to their deferral amounts will be
paid out in LNC stock. The obligation to satisfy these deferred compensation plan liabilities is dilutive and is shown in the
table above.
Details underlying the balance sheet caption “Net Unrealized Gain on Securities Available-for-Sale,” are as follows:
(in millions)
Fair value of securities available-for-sale
Cost of securities available-for-sale
Unrealized gain
Adjustments to DAC
Amounts required to satisfy policyholder commitments
Foreign currency exchange rate adjustment
Deferred income taxes
Net unrealized gain on securities available-for-sale
2005
33,587.9
32,520.9
1,067.0
(265.9)
(47.2)
15.7
(273.0)
496.6
$
$
2004
34,861.7
32,961.2
1,900.5
(571.7)
(63.3)
17.4
(460.0)
822.9
$
$
Adjustments to DAC and amounts required to satisfy policyholder commitments are netted against the DAC asset line
and included within the Insurance Policy and Claim Reserves line on the balance sheet, respectively.
Details underlying the change in “Net Unrealized Gain on Securities Available-for-Sale, Net of Reclassification
Adjustment” shown on the Consolidated Statements of Shareholders’ Equity are as follows:
(in millions)
Unrealized gains (losses) on securities available-for-sale arising during the year
Less: Reclassification adjustment for gains on disposals of prior
year inventory included in net income (1)
Less: Federal income tax expense (benefit) on reclassification
Less: Transfer from available-for-sale to trading securities
Less: Federal income tax expense on transfer
Net unrealized gain (loss) on securities available-for-sale, net of
reclassifications and federal income tax expense (benefit)
2005
2004
2003
$
(475.0)
$
126.9
$
764.4
38.2
(186.9)
-
-
79.7
17.4
-
-
207.9
15.3
371.5
129.9
$
(326.3)
$
29.8
$
39.8
(1)
The reclassification adjustment for gains (losses) does not include the impact of associated adjustments to deferred
acquisition costs and amounts required to satisfy policyholder commitments.
162
The “Net Unrealized Gain on Derivative Instruments” component of other comprehensive income is net of Federal
income tax expense (benefit) of $(4.6) million, $2.9 million and $(3.9) million for 2005, 2004 and 2003, respectively, and net
of adjustments to DAC of $(7.3) million, $(7.9) million and $(4.5) million for 2005, 2004 and 2003, respectively. We
reclassified into net income from other comprehensive income $9.6 million, $22.7 million and $11.6 million for 2005, 2004
and 2003, respectively.
The “Foreign Currency Translation” component of other comprehensive income is net of Federal income tax expense
(benefit) of $(38.2) million, $24.4 million and $31.3 million for 2005, 2004 and 2003, respectively.
13. Acquisitions and Divestitures
Sale of Delaware London-based International Investment Unit
In September 2004, we sold DIAL to the unit’s management group and an unaffiliated investor. We received $180.9
million in cash, of which $141.5 million was paid as a dividend to the holding company, and relief of certain obligations of
approximately $19.0 million. Our after-tax gain from the transaction was $46.1 million. We used the funds for general
corporate purposes, including debt repayment and share repurchases. The Investment Management segment’s results for 2004
included approximately $12.4 million of income from operations related to DIAL. The sale resulted in a reduction of $22.1
billion in the Investment Management segment’s assets under management at the time of the sale. As of December 31, 2005,
approximately $16.4 billion of the Investment Management segment’s remaining assets under management are being sub-
advised on our behalf Mondrian, the acquirer. Assets under management sub-advised by Mondrian include retail and
institutional mutual funds, managed accounts, Delaware Pooled Trust funds, variable annuity funds and institutional advisory
accounts of approximately $2.4 billion, $8.8 billion, $3.8 billion, $1.0 billion, and $0.4 billion, respectively, as of
December 31, 2005.
14. Restructuring Charges
All restructuring charges are included in underwriting, acquisition, insurance and other expenses on the Consolidated
Statements of Income in the year incurred.
2005 Restructuring Plan
During May 2005, LFA implemented a restructuring plan to realign its field management and financial planning
support areas. Total pre-tax restructuring charges incurred during 2005 were $6.9 million. These charges, which are included
in Other Operations, included employee severance and termination benefits of $4.1 million and rent on abandoned office
space of $2.8 million. The remaining reserves totaled $2.7 million at December 31, 2005. The plan is expected to be
completed by the third quarter of 2006, except for lease payments on vacated space which run through 2008.
2003 Restructuring Plan
In January 2003, the Life Insurance segment announced that it was realigning its operations in Hartford, Connecticut
and Schaumburg, Illinois to enhance productivity, efficiency and scalability while positioning the segment for future growth.
In February 2003, Lincoln Retirement announced plans to consolidate its fixed annuity operations in Schaumburg, Illinois
into Fort Wayne, Indiana. In June 2003, we announced that we were combining our retirement and life insurance businesses
into a single operating unit focused on providing wealth accumulation and protection, income distribution and wealth transfer
products. In August 2003, we announced additional realignment activities, which impacted all of our domestic operations.
163
The following table provides information about the 2003 restructuring plans.
(in millions)
Total charges, net of reversals
Incurred through 2004
Employee severance and termination benefits
Write-off of impaired assets
Other Costs:
Rent on abandoned office space
Other
Total Restructuring Charges (pre-tax) through 2004
Expended through 2004
Reversed through 2004
Restructuring reserve at December 31, 2004
Amounts incurred in 2005
Employee severance and termination benefits
Write-off of impaired assets
Other Costs:
Rent on abandoned office space
Other
Total 2005 Restructuring Charges (pre-tax)
Amounts expended in 2005
Amounts reversed in 2005
Restructuring reserve at December 31, 2005
Additional amounts expended that do not qualify as restructuring
charges:
Through 2004
Year ended December 31, 2005
Expense savings realized in 2004 (pre-tax)
Total annual expense savings realized through 2005 (pre-tax)
Completion date
Life Insurance
Realignment
Jan 2003
$
25.8
Fixed Annuity
Consolidation
Feb 2003
$
4.8
Realignment
June/August
2003
$
99.8
Total
$
130.4
$
7.0
1.9
$
1.9
-
$
38.2
4.9
$
47.1
6.8
6.1
7.4
22.4
21.6
-
0.8
$
2.2
0.2
4.3
3.9
-
0.4
$
5.0
2.1
50.2
45.0
1.7
3.5
$
13.3
9.7
76.9
70.5
1.7
4.7
$
-
$
-
-
$
-
$
1.6
16.5
$
1.6
16.5
-
1.4
1.4
1.4
-
0.8
$
-
-
-
-
-
0.4
$
1.2
2.1
21.4
23.7
0.2
1.0
$
1.2
3.5
22.8
25.1
0.2
2.2
$
2.0
-
20.0
20.0
$
$
$
$
0.5
-
6.4
6.4
22.8
7.3
73.6
98.6
25.3
7.3
100.0
125.0
$
$
$
$
$
$
$
$
4th Quarter
4th Quarter
4th Quarter
2005 *
2005 *
2005 *
*All realignment activitites were completed as of December 31, 2005. The remaining reserves primarily relate to future lease payments on exited
properties, which will run through 2008.
Pre-tax restructuring charges for the June/August realignment activities for 2005 by segment were as follows:
Retirement ($17.4 million), Life Insurance ($3.3 million), and Other Operations ($0.7 million).
Pre-tax restructuring charges for the June/August realignment activities for 2004 were as follows: Retirement ($6.2
million), Life Insurance ($0.6 million), Investment Management ($1.6 million), and Other Operations ($9.9 million).
Pre-tax restructuring charges for the June/August realignment activities for 2003 were as follows: Retirement ($15.9
million), Life Insurance ($1.7 million), Investment Management ($7.1 million), and Other Operations ($7.2 million).
1999 and 2000 Restructuring Plans
During 1999 and 2000, we implemented restructuring plans relating to the Lincoln UK’s operations. In addition to
various other activities, these plans involved vacating leased facilities. All other plan activities have been completed and the
remaining reserves relate to future lease payments on exited properties, which run through 2016. The remaining reserves for
these plans totaled $6.3 million at December 31, 2005.
164
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
There have been no disagreements with LNC’s independent registered public accounting firm that are reportable
pursuant to Item 304 of Regulation S-K.
Item 9A. Controls and Procedures
(a) 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
December 31, 2005, 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.
(b) Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting is included on page 103 of “Item 8. Financial
Statements and Supplementary Data” and is incorporated herein by reference.
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 controls 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.
(c) Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2005, we implemented certain changes in internal controls in connection with a procurement
outsourcing project. The implementation required changes in certain financial processes, software and personnel. Based on
our review of key controls involved in these processes, we determined that these changes have materially affected or are
reasonably likely to materially affect our internal control over financial reporting. These changes were related to a process
improvement initiative and were not in response to an identified deficiency in internal controls over financial reporting.
Item 9B. Other Information
There were no matters that were required to be reported under this item.
165
Item 10. Directors and Executive Officers of the Registrant
PART III
See “Executive Officers of Registrant” in Part I above. Information for this item relating to directors of LNC is
incorporated by reference to the sections captioned “THE BOARD OF DIRECTORS AND COMMITTEES—Current
Committee Membership and Meetings Held During 2005,” “THE BOARD OF DIRECTORS AND COMMITTEES—Audit
Committee,” “Item 1—Election of Directors” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE” of LNC’s Proxy Statement for the Annual Meeting scheduled for June 9, 2006.
We have adopted a code of ethics, which we refer to as our Code of Conduct, that applies, among others, to our
principal executive officer, principal financial officer, principal accounting officer, or controller, and other persons
performing similar functions. The Code of Conduct is posted on our Internet website (www.lfg.com). LNC will provide to
any person without charge, upon request, a copy of such code. Requests for the Code of Conduct should be directed to:
Corporate Secretary, Lincoln National Corporation, 1500 Market Street, Suite 3900, Centre Square West, Philadelphia, PA
19102-2112. We intend to disclose any amendment or waiver from the provisions of our Code of Conduct that applies to our
directors and executive officers on our website (www.lfg.com).
Item 11. Executive Compensation
Information for this item is incorporated by reference to the sections captioned “EXECUTIVE COMPENSATION”
and “COMPENSATION OF DIRECTORS,” of LNC’s Proxy Statement for the Annual Meeting scheduled for June 9, 2006,
except that sections captioned “THE REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION” and “COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN” shall not be deemed
incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information for this item is incorporated by reference to the section captioned “Security Ownership” of LNC’s Proxy
Statement for the Annual Meeting scheduled for June 9, 2006.
Securities Authorized for Issuance Under Equity Compensation Plans
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
13,551,469 1
Equity compensation plans
approved by shareholders
Equity compensation plans not
approved by shareholders
None
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
$44.41
0
(c)
Number of securities remaining
available for future issuance
under equity compensation
(excluding securities reflected
in column (a))
6,445,533 2
0
The table below provides information as of December 31, 2005 regarding securities authorized for issuance under
LNC’s equity compensation plans. See Note 8 to the Consolidated Financial Statements included in Part II, Item 8 of this
Form 10-K for a brief description of our equity compensation plans.
1
This amount includes the following:
•
•
7,366,709 outstanding options.
993,694 and 3,798,332 represent outstanding long-term incentive awards, based on the maximum amounts
potentially payable under the awards in stock options and shares (including potential dividend equivalents). The
long-term incentive awards have not been earned as of December 31, 2005. The number of options and shares, if
any, to be issued pursuant to such awards will be determined based upon our, and in some cases, our subsidiaries
performance, over the applicable three-year performance period. Since the shares that may be received in payment
166
of the awards have no exercise price, they are not included in weighted-average exercise price calculation in column
(b). The long-term incentive awards are all issued under our Amended and Restated Incentive Compensation Plan
(“ICP”).
•
•
4,870 outstanding restricted stock units.
1,387,864 outstanding deferred stock units.
2
Includes up to 5,877,533 securities available for issuance in connection with restricted stock, restricted stock units,
performance stock unit, deferred stock and deferred stock unit awards under the ICP. Shares that may be issued in
payment of awards, other than options and stock appreciation rights, shall reduce the number of securities remaining
available for future issuance under equity compensation plans at a ratio of 3.25-to-1.
Item 13. Certain Relationships and Related Transactions
Information for this item is incorporated by reference to the section captioned “Related Party Transactions” of LNC’s
Proxy Statement for the Annual Meeting scheduled for June 9, 2006.
Item 14. Principal Accountant Fees and Services
Information for this item is incorporated by reference to the sections captioned “ITEM 2—RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—Registered Independent
Public Accounting Firm Fees and Services” and “ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—Audit Committee Pre-Approval Policy” of LNC’s Proxy
Statement for the Annual Meeting scheduled for June 9, 2006.
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
PART IV
The following Consolidated Financial Statements of Lincoln National Corporation are included in Item 8:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets—December 31, 2005 and 2004
Consolidated Statements of Income—Years ended December 31, 2005, 2004 and 2003
Consolidated Statements of Shareholders’ Equity—Years ended December 31, 2005, 2004 and 2003
Consolidated Statements of Cash Flows—Years ended December 31, 2005, 2004 and 2003
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
103
104
107
108
109
111
112
The Financial Statement Schedules are listed in the Index to Financial Statement Schedules on page FS-1, which is
incorporated herein by reference.
(a)(3) Listing of Exhibits
The Exhibits are listed in the Index to Exhibits beginning on page E-1, which is incorporated herein by reference.
(c) The financial statement schedules for Lincoln National Corporation begin on page FS-2, which are incorporated herein by
reference.
167
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, LNC has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 14, 2006
LINCOLN NATIONAL CORPORATION
By:
/s/ FREDERICK J CRAWFORD
.
Frederick J. Crawford
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on March 14, 2006.
a
Sign ture
/s/ JON A. OSCIA
B
Jon A. Boscia
Ti etl
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ FREDERICK J CRAWFORD
.
Frederick J. Crawford
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ DOUGLAS
. MILLER
N
Douglas N. Miller
V
/s/ MARCIA J. A EDON, Ph.D.
Marcia J. Avedon, Ph.D.
/s/ WILLIAM . AVERY
J
William J. Avery
/s/ J. PATRICK BARRETT
J. Patrick Barrett
/s/ JENNE K. BRITELL, PH.D.
Jenne K. Britell, Ph.D.
O
/s/ ERIC G. J HNSON
Eric G. Johnson
/s/ M. LEANNE LACHMAN
M. Leanne Lachman
/s/ MICHAE F. MEE
L
Michael F. Mee
/s/ RON J. PON ER, PH.D.
D
Ron J. Ponder, Ph.D.
/s/ JILL S. RUCKELSHAUS
Jill S. Ruckelshaus
/s/ GLENN F
. TI
LTON
Glenn F. Tilton
168
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Index to Financial Statement Schedules
I – Summary of Investments—Other than Investments in Related Parties
II – Condensed Financial Information of Registrant
III – Supplementary Insurance Information
IV – Reinsurance
V – Valuation and Qualifying Accounts
FS-2
FS-3
FS-6
FS-8
FS-9
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions, are inapplicable, or the required information is included in the
consolidated financial statements, and therefore omitted.
FS-1
LINCOLN NATIONAL CORPORATION
SCHEDULE I—SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN
RELATED PARTIES
Column A
Type of Investment
Fixed maturity securities available-for-sale (1):
Bonds:
December 31, 2005 (000s omitted)
Column B
Column C
Column D
Cost
Fair Value
Balance Sheet
Amount at Which
Shown in the
United States government and government agencies
and authorities
States, municipalities and political subdivisions
Asset/Mortgage-backed securities
Foreign governments
Public utilities
Convertibles and bonds with warrants attached
All other corporate bonds
Redeemable preferred stocks
Total Fixed maturity securities available-for-sale
$
$
$
149,591
126,171
5,927,381
1,118,084
2,380,878
7,833
22,550,983
123,109
32,384,030
161,797
128,767
5,951,228
1,203,263
2,485,250
8,292
23,367,159
137,448
33,443,204
161,797
128,767
5,951,228
1,203,263
2,485,250
8,292
23,367,159
137,448
33,443,204
Equity securities available-for-sale (1):
Common stocks:
Public Utilities
Banks, trusts and insurance companies
Industrial, miscellaneous and all other
Nonredeemable preferred stocks
Total Equity securities available-for-sale
Trading Account Investments
Mortgage loans on Real Estate
Real Estate:
Investment properties
Acquired in satisfaction of debt
Policy Loans
Derivative instruments
Other investments
Total Investments
-
45,592
5,582
85,687
136,861
2,965,695
3,662,648
182,637
62
1,862,224
189,393
452,150
41,835,700
$
-
47,908
8,038
88,758
144,704
3,246,049
3,860,021
195,943
80
2,007,722
174,738
452,150
-
47,908
8,038
88,758
144,704
3,246,049
3,662,648
182,637
62
1,862,224
174,738
452,150
43,168,416
$
(1)
Investments deemed to have declines in value that are other than temporary are written down or reserved for to reduce
the carrying value to their estimated realizable value.
FS-2
LINCOLN NATIONAL CORPORATION
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
Lincoln National Corporation (Parent Company Only)
Assets:
Investments in subsidiaries *
Investments
Derivative Instruments
Cash and invested cash
Loans to subsidiaries *
Federal income taxes recoverable
Other assets
Total Assets
Liabilities and Shareholders' Equity
Liabilities:
Dividends payable
Short-term debt
Long-term debt
Junior subordinated debentures issued to affiliated trusts
Loans from subsidiaries *
Accrued expenses and other liabilities
Total Liabilities
Shareholders' Equity:
Series A preferred stock-10,000,000 shares authorized
(2005 liquidation value-$1,241)
Common stock-800,000,000 shares authorized
Retained earnings
Accumulated Other Comprehensive Income:
Net unrealized gain on securities available-for-sale
Net unrealized gain on derivative instruments
Foreign currency translation adjustment
Minimum pension liability adjustment
Total Accumulated Other Comprehensive Income
Total Shareholders' Equity
Total Liabilities and Shareholders' Equity
*
Eliminated in consolidation.
December 31
2005
2004
(000s omitted)
6,541,277
35,305
2,178
229,031
1,284,786
61,660
42,642
8,196,879
65,976
119,900
998,995
333,987
261,400
32,232
1,812,490
$
6,354,188
31,000
10,770
217,445
1,380,015
19,637
53,693
8,066,748
63,344
214,415
1,001,454
339,800
233,720
38,426
1,891,159
524
1,774,584
4,081,504
496,577
7,341
83,364
(59,505)
527,777
6,384,389
8,196,879
$
566
1,654,785
3,589,533
822,851
14,032
154,301
(60,479)
930,705
6,175,589
8,066,748
$
$
FS-3
LINCOLN NATIONAL CORPORATION
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
STATEMENTS OF INCOME
Lincoln National Corporation (Parent Company Only)
Revenue:
Dividends from subsidiaries*
Interest from subsidiaries*
Net investment income
Realized gain (loss) on investments
Other
Total Revenue
Expenses:
Operating and administrative
Interest-subsidiaries*
Interest-other
Total Expenses
Year Ended December 31
2005
2004
2003
$
$
305,911
81,232
8,599
(639)
1,054
396,157
2,994
7,895
88,650
99,539
(000s omitted)
$
251,000
81,528
5,381
(2)
14,725
352,632
10,372
3,928
89,852
104,152
413,726
79,874
7,335
155
1,323
502,413
17,360
4,615
94,496
116,471
Income Before Federal Income Tax Benefit, Equity in Income of Subsidiaries,
Less Dividends
Federal income tax benefit
Income Before Equity in Income (Loss) of Subsidiaries, Less Dividends
Equity in income of subsidiaries, less dividends
Net Income
296,618
8,894
305,512
525,543
831,055
$
385,942
10,546
396,488
310,521
707,009
$
248,480
1,813
250,293
261,643
511,936
$
* Eliminated in consolidation.
FS-4
LINCOLN NATIONAL CORPORATION
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)
STATEMENTS OF CASH FLOWS
Lincoln National Corporation (Parent Company Only)
Cash Flows from Operating Activities:
Net Income
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in income of subsidiaries greater than distributions*
Realized (gain) loss on investments
Federal income taxes
Other
Net Adjustments
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Net sales (purchases) of investments
Increase in investment in subsidiaries*
Other
Net Cash Provided by (Used in) Investing Activities
Cash Flows from Financing Activities:
Repayment of long-term debt
Issuance of long-term debt
Net decrease in short-term debt
Increase (decrease) in loans from subsidiaries*
Decrease in loans to subsidiaries*
Common stock issued for benefit plans
Retirement of common stock
Dividends paid to shareholders
Net Cash Used in Financing Activities
Net Increase (Decrease) in Cash
Cash and Invested Cash at Beginning of the Year
Cash and Invested Cash at End-of-Year
* Eliminated in consolidation.
Year Ended December 31
2005
2004
2003
(000s omitted)
$
831,055
$
707,009
$
511,936
(525,543)
639
(42,023)
5,753
(561,174)
269,881
(5,000)
(14,000)
5,976
(13,024)
(310,521)
(155)
(6,728)
4,726
(312,678)
394,331
118,865
(102,500)
69,309
85,674
(261,643)
2
(17,254)
(20,768)
(299,663)
212,273
(142,966)
(25,000)
16,255
(151,711)
(192,915)
-
98,400
21,867
95,229
90,824
(103,591)
(255,085)
(245,271)
11,586
217,445
229,031
$
(125,512)
197,294
(22,485)
(138,578)
26,659
82,033
(350,229)
(249,152)
(579,970)
(99,965)
317,410
217,445
$
-
-
(97,135)
(21,574)
192,306
12,699
-
(240,349)
(154,053)
(93,491)
410,901
317,410
$
FS-5
LINCOLN NATIONAL CORPORATION
SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION
Column A
Segment
Column B
Column C
Column D
Column E
Column F
Deferred
Acquisition Costs
Insurance Policy and
Claim Reserves
Unearned
Premiums
Other Policy Claims
and Benefits Payable Premium Revenue(1)
Total
$
Year Ended December 31, 2005
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Year Ended December 31, 2004
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Year Ended December 31, 2003
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Total
$
$
$
$
$
2,280,722
16,279,223
-
1,376,781
4,715,436
24,652,162
$
$
2,307,275
15,569,702
-
1,543,738
4,907,410
24,328,125
$
$
2,648,934
14,802,765
-
1,498,829
5,762,204
24,712,732
$
(000s omitted)
$
-
-
-
-
-
$
-
-
$
-
-
-
-
$
-
-
$
-
-
-
-
$
-
$
-
-
-
-
-
$
-
-
$
-
-
-
-
$
-
-
$
-
-
-
-
$
-
$
$
$
$
$
800,239
988,890
71,191
209,560
709
2,070,589
638,455
973,142
58,731
213,734
1,125
1,885,187
492,677
967,014
45,070
191,789
1,889
1,698,439
$
1,480,502
1,969,989
154,459
486,281
1,007
4,092,238
1,040,427
1,691,887
120,357
590,898
1,396
3,444,965
854,644
1,578,254
91,803
620,657
1,781
3,147,139
Total
$
(1)
Includes insurance fees on universal life and other interest-sensitive products.
FS-6
LINCOLN NATIONAL CORPORATION
SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION (Continued)
Total
$
$
$
$
$
$
$
$
Column H
Column I
Column J
Amortization of
Column K
Other
Deferred Policy
Operating
Benefits
Acquisition Costs
Expenses (2)
(000s omitted)
$
$
$
$
Column G
Segment
Year Ended December 31, 2005
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Year Ended December 31, 2004
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Year Ended December 31, 2003
Lincoln Retirement
Life Insurance
Investment Management
Lincoln UK
Other (including consolidating adjustments)
Total
Net
Investment
Income (2)
1,463,928
970,658
53,004
78,598
136,136
2,702,324
1,495,890
948,360
51,702
75,672
132,505
2,704,129
1,483,727
911,077
49,906
64,135
129,681
2,638,526
998,070
1,090,300
27,890
116,036
133,324
2,365,620
985,234
1,061,191
26,950
100,421
129,856
2,303,652
1,035,099
1,095,859
26,392
98,559
158,534
2,414,443
$
$
Column L
Premiums
Written
-
$
-
-
-
-
$
-
-
$
-
-
-
-
$
-
-
$
-
-
-
-
$
-
457,243
256,630
460,745
87,892
324,240
1,586,750
431,255
265,814
421,195
95,708
327,209
1,541,181
416,074
289,217
387,185
67,908
343,507
1,503,891
179,476
204,969
28,304
47,785
390
460,924
173,966
213,039
24,324
79,070
384
490,783
120,401
135,518
19,158
42,535
372
317,984
Total
$
$
$
$
$
$
$
.
$
$
$
(2) The allocation of expenses between investments and other operations are based on a number of assumptions and
estimates. Results would change if different methods were applied.
FS-7
LINCOLN NATIONAL CORPORATION
SCHEDULE IV—REINSURANCE
Column A
Column B
Column C
Ceded to Other
Column D
Assumed
from
Other
Column E
Column F
Percentage
of Amount
Description
Gross Amount
Companies
Companies
Net Amount
Assumed to Net
Year Ended December 31, 2005
Individual life insurance in force
Premiums:
Life insurance and annuities (1)
Health insurance
Total
Year Ended December 31, 2004
Individual life insurance in force
Premiums:
(000s omitted)
$
338,500,000
$
256,700,000
$
600,000
$
82,400,000
$
$
$
$
$
2,367,314
6,646
2,373,960
298,681
5,645
304,326
653
302
955
2,069,286
1,303
2,070,589
$
$
$
0.7%
0.0%
23.2%
$
325,100,000
$
236,900,000
$
600,000
$
88,800,000
0.7%
Life insurance and annuities (1)
Health insurance
Total
$
$
2,189,196
10,738
2,199,934
$
$
307,872
7,217
315,089
$
342
-
$
342
$
$
1,881,666
3,521
1,885,187
0.0%
0.0%
Year Ended December 31, 2003
Individual life insurance in force
Premiums:
$
307,200,000
$
214,400,000
$
600,000
$
93,400,000
0.6%
Life insurance and annuities (1)
Health insurance
Total
$
$
1,937,615
10,709
1,948,324
$
$
244,180
6,722
250,902
$
1,017
-
$
1,017
$
$
1,694,452
3,987
1,698,439
0.1%
0.0%
(1)
Includes insurance fees on universal life and other interest-sensitive products.
FS-8
LINCOLN NATIONAL CORPORATION
SCHEDULE V—VALUATION AND QUALIFYING ACCOUNTS
Column A
Column B
Column C
Additions
Description
Year Ended December 31, 2005
Deducted from Asset Accounts:
Reserve for Mortgage Loans on
real estate
Included in Other Liabilities:
Investment Guarantees
Year Ended December 31, 2004
Deducted from Asset Accounts:
Reserve for Mortgage Loans on
real estate
Included in Other Liabilities:
Investment Guarantees
Year Ended December 31, 2003
Deducted from Asset Accounts:
Reserve for Mortgage Loans on
real estate
Included in Other Liabilities:
Investment Guarantees
Balance at
Beginning of
Period
Charged to
Costs
Expenses (1)
Charged
to Other
Accounts-
Describe
(000s omitted)
Column D
Column E
Deductions-
Describe (2)
Balance
at End of
Period
$
15,517
$ 1,708
$
— $ (8,042)
$ 9,183
—
—
—
$
17,532
$
4,645
$
— $
(6,660)
$ 15,517
45
—
—
(45)
—
$
11,926
$
16,357
$
— $
(10,751)
$ 17,532
399
—
—
(354)
45
(1) Excludes charges for the direct write-off assets.
(2) Deductions reflect sales, foreclosures of the underlying holdings or change in reserves.
FS-9
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger dated as of October 9, 2005, among LNC, Quartz Corporation and Jefferson-
Pilot Corporation is incorporated by reference to Exhibit 2.1 of LNC’s Current Report on Form 8-K (File No. 1-
6028) filed with the SEC on October 11, 2005.
2.2 Amendment No. 1 to the Agreement and Plan of Merger dated as of January 26, 2006 among LNC, Lincoln JP
Holdings, L.P., Quartz Corporation and Jefferson-Pilot Corporation is incorporated by reference to Exhibit 2.1 to
LNC’s Current Report on Form 8-K (File No. 1-6028) filed with the SEC on January 31, 2006.
3.1 The Articles of Incorporation of LNC as last amended effective May 12, 1994 are incorporated by reference to
Exhibit 3(a) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.
3.2 The Bylaws of LNC as last amended on May 8, 2003 are incorporated by reference to Exhibit 3(b) of LNC’s
Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2004.
4.1
Indenture of LNC dated as of January 15, 1987, between LNC and Morgan Guaranty Trust Company of New
York is incorporated by reference to Exhibit 4(a) of LNC’s Form 10-K (File No. 1-6028) for the year ended
December 31, 1994.
4.2 First Supplemental Indenture dated as of July 1, 1992, to Indenture dated as of January 15, 1987 is incorporated
by reference to Exhibit 4(b) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.
4.3 Rights Agreement of LNC as last amended November 14, 1996 is incorporated by reference to LNC’s Form 8-K
(File No. 1-6028) filed with the SEC on November 22, 1996.
4.4
Indenture of LNC dated as of September 15, 1994, between LNC and The Bank of New York, as Trustee, is
incorporated by reference to Exhibit 4(e) of LNC’s Form 10-K (File No. 1-6028) for the year ended December
31, 1998.
4.5 Form of Note dated as of September 15, 1994 is incorporated by reference to Exhibit 4(d) of LNC’s Registration
Statement on Form S-3/A (File No. 33-55379) filed with the SEC on September 15, 1994.
4.6 Form of Zero Coupon Security dated as of September 15, 1994 is incorporated by reference to Exhibit 4(f) of
LNC’s Registration Statement on Form S-3/A (File No. 33-55379) filed with the SEC on September 15, 1994.
4.7
Junior Subordinated Indenture dated as of May 1, 1996 between LNC and J.P. Morgan Trust Company, National
Association (successor in interest to The First National Bank of Chicago) is incorporated by reference to Exhibit
4(j) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.
4.8 First Supplemental Indenture dated as of August 14, 1998, to Junior Subordinated Indenture dated as of May 1,
1996 is incorporated by reference to Exhibit 4.3 of LNC’s Form 8-K (File No. 1-6028) filed with the SEC on
August 27, 1998.
4.9 Form of 6 1/2% Notes due March 15, 2008 incorporated by reference to Exhibit 4.1 of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on March 24, 1998.
4.10 Form of 7% Notes due March 15, 2018 incorporated by reference to Exhibit 4.2 of LNC’s Form 8-K (File No. 1-
6028) filed with the SEC on March 24, 1998.
4.11 Amended and Restated Trust Agreement dated November 19, 2001, among LNC, as Depositor, Bank One Trust
Company, National Association, as Property Trustee, Bank One Delaware, Inc., as Delaware Trustee, and the
Administrative Trustee named therein is incorporated by reference to Exhibit 4.1 of LNC’s Form 8-K (File No.
1-6028) filed with the SEC on November 21, 2001.
4.12 Form of 7.65% Trust Preferred Security Certificate is incorporated by reference to Exhibit 4.2 of LNC’s Form 8-
K (File No. 1-6028) filed with the SEC on November 21, 2001.
E-1
4.13 Guarantee Agreement dated November 19, 2001 between LNC, as Guarantor, and Bank One Trust Company,
National Association, as Guarantee Trustee, is incorporated by reference to Exhibit 4.4 of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on November 21, 2001.
4.14 Form of 6.20% Note dated December 7, 2001 is incorporated by reference to Exhibit 4.1 of LNC’s Form 8-K
(File No. 1-6028) filed with the SEC on December 11, 2001.
4.15 Form of 5.25% Note dated June 3, 2002 is incorporated by reference to Exhibit 4.1 of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on June 6, 2002.
4.16 Amended and Restated Trust Agreement dated September 11, 2003, among LNC, as Depositor, Bank One Trust
Company, National Association, as Property Trustee, Bank One Delaware, Inc., as Delaware Trustee, and the
Administrative Trustees named therein is incorporated by reference to Exhibit 4.1 of Form 8-K (File No. 1-
6028) filed with the SEC on September 16, 2003.
4.17 Form of 6.75% Trust Preferred Security certificate is incorporated by reference to Exhibit 4.2 of LNC’s Form 8-
K (File No. 1-6028) filed with the SEC on September 16, 2003.
4.18 Form of 6.75% Junior Subordinated Deferrable Interest Debentures, Series F is incorporated by reference to
Exhibit 4.3 of LNC’s Form 8-K (File No. 1-6028) filed with the SEC on September 16, 2003.
4.19 Guarantee Agreement dated September 11, 2003 between LNC, as Guarantor, and Bank One Trust Company,
National Association, as Guarantee Trustee is incorporated by reference to Exhibit 4.4 of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on September 16, 2003.
4.20 Form of 4.75% Note due February 15, 2014 is incorporated by reference to Exhibit 4.1 of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on February 4, 2004.
10.1 The LNC 1986 Stock Option Incentive Plan, as amended through January 15, 1997, is incorporated by reference
to Exhibit 10(a) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.*
10.2 The Salary Continuation Plan for Executives of LNC and Affiliates as amended and restated through August 1,
2000 is incorporated by reference to Exhibit 10(b) of LNC’s Form 10-K (File No. 1-6028) for the year ended
December 31, 2001.*
10.3 Description of resolution dated January 13, 2005 amending the Salary Continuation Plan for Executives of LNC
and Affiliates, as amended and restated through August 1, 2000, is incorporated by reference to Exhibit 10(b) of
LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.*
10.4 The LNC Executives’ Severance Benefit Plan as effective on September 8, 2005 is incorporated by reference to
Exhibit 10(a) of LNC’s Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2005.*
10.5 The LNC Outside Directors’ Retirement Plan as last amended effective March 15, 1990 is incorporated by
reference to Exhibit 10(d) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.*
10.6 The LNC Outside Directors’ Value Sharing Plan, last amended March 8, 2001 is incorporated by reference to
Exhibit 10(e) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.*
10.7 LNC Executive Deferred Compensation Plan for Employees, as last amended August 1, 2002, is incorporated by
reference to Exhibit 10(f) of LNC’s Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2002.*
10.8 Description of resolution dated January 13, 2005, amending the Lincoln National Corporation Executive
Deferred Compensation Plan for Employees, as amended and restated August 1, 2002, is incorporated by
reference to Exhibit 10(a) of LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.*
10.9 LNC 1993 Stock Plan for Non-Employee Directors, as last amended May 10, 2001, is incorporated by reference
to Exhibit 10(g), of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.*
E-2
10.10 Amendment No. 2 to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors (effective
February 1, 2006) is incorporated by reference to Exhibit 10.1 of LNC's Form 8-K (File No. 1-6028) filed with
the SEC on January 12, 2006.
10.11 LNC Executives’ Excess Compensation Pension Benefit Plan as last amended January 1, 1989, is incorporated
by reference to Exhibit 10(h) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2001.*
10.12 First Amendment to LNC Executives’ Excess Compensation Pension Benefit Plan, effective December 22, 1999
is incorporated by reference to Exhibit 10(k) of LNC’s Form 10-K (File No. 1-6028) for the year ended
December 31, 1999.*
10.13 Description of resolution dated January 13, 2005 amending the LNC Executives’ Excess Compensation Pension
Benefit Plan, incorporated by reference to Exhibit 10(c) of LNC’s Form 10-Q (File No. 1-6028) for the quarter
ended March 31, 2005.*
10.14 LNC Incentive Compensation Plan, as amended and restated on May 12, 2005, is incorporated by reference to
Exhibit 8 of LNC’s Proxy Statement (File No. 1-6028) filed with the SEC on April 8, 2005.*
10.15 LNC Deferred Compensation Plan for Non-Employee Directors, effective July 1, 2004, is incorporated by
reference to Exhibit 10 of LNC’s Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2004.*
10.16 Framework for Long-Term performance under the Incentive Compensation Plan, as amended and restated on
March 8, 2001, is incorporated by reference to Exhibit 10(a) of LNC’s Form 8-K (File No. 1-6028) filed with the
SEC on January 20, 2005.*
10.17 Revised Framework for Long-Term performance awards under the Amended and Restated Incentive
Compensation Plan is incorporated by reference to Exhibit 10(a) of LNC’s Form 8-K (File No. 1-6028) filed
with the SEC on May 12, 2005.*
10.18 Form of LNC Restricted Stock Agreement is incorporated by reference to Exhibit 10(b) of LNC’s Form 8-K
(File No. 1-6028) filed with the SEC on January 20, 2005.*
10.19 Form of LNC Stock Option Agreement is incorporated by reference to Exhibit 10(c) of LNC’s Form 8-K (File
No. 1-6028) filed with the SEC on January 20, 2005.*
10.20 Form of LNC Long-Term Incentive Award Agreement is incorporated by reference to Exhibit 10(d) of LNC’s
Form 8-K (File No. 1-6028) filed with the Commission on January 20, 2005.*
10.21 2005-2007 Form of Long-Term Incentive Award Agreement is incorporated by reference to Exhibit 10(b) of
LNC’s Form 8-K (File No. 1-6028) filed with the SEC on May 12, 2005.*
10.22 LNC Employees’ Supplemental Pension Benefit Plan is incorporated by reference to Exhibit 10(e) of LNC’s
Form 8-K (File No. 1-6028) filed with the SEC on January 20, 2005.*
10.23 Description of resolution dated January 13, 2005 amending the LNC Employees’ Supplemental Pension Benefit
Plan incorporated by reference to Exhibit 10(d) of LNC’s Form 10-Q (File No. 1-6028) for the quarter ended
March 31, 2005.*
10.24 2005 Annual Incentive Award Measures is incorporated by reference to Exhibit 10(s) of LNC’s Form 10-K (File
No. 1-6028) for the year ended December 31, 2005.*
10.25 2005-2007 Long-Term Incentive Award Measures is incorporated by reference to Exhibit 10(t) of LNC’s Form
10-K (File No. 1-6028) for the year ended December 31, 2005.*
10.26 2003-2005 Long-Term Incentive Award Agreement is incorporated by reference to Exhibit 10(a) of LNC’s
Form 8-K (File No. 1-6028) filed with the SEC on February 16, 2005.*
E-3
10.27 2003-2005 Long-Term Incentive Award Measures is incorporated by reference to Exhibit 10(d) of LNC’s Form
8-K (File No. 1-6028) filed with the SEC on February 16, 2005.*
10.28 2004-2006 Long-Term Incentive Award Measures is incorporated by reference to Exhibit 10(e) of LNC’s Form
8-K (File No. 1-6028) filed with the SEC on February 16, 2005.*
10.29 Non-Qualified Stock Option Agreement (For Non-Employee Directors) under the LNC 1993 Stock Plan for
Non-Employee Directors is incorporated by reference to Exhibit 10(z) of LNC’s Form 10-K (File No. 1-6028)
for the year ended December 31, 2005.*
10.30 Amendment of outstanding Non-Qualified Option Agreements (for Non-Employee Directors) under the Lincoln
National Corporation 1993 Stock Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.2
of LNC's Form 8-K (File No. 1-6028) filed with the SEC on January 12, 2006.*
10.31 Delaware Investments U.S., Inc. Stock Option Plan, effective January 1, 2001 is incorporated by reference to
Exhibit 10(aa) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 2005.*
10.32 Non-qualified Stock Option Agreement Under the Delaware Investments U.S., Inc. Stock Option Plan is
incorporated by reference to Exhibit 10(bb) of LNC’s Form 10-K (File No. 1-6028) for the year ended
December 31, 2005.*
10.33 Amendment No. 1 to Delaware Investments U.S., Inc. Stock Option Plan (including form of option agreement)
is incorporated by reference to Exhibit 10(d) of LNC's Form 10-Q (File No. 1-6028) for the quarter ended June
30, 2005.*
10.34 LNC Non-Employee Directors Compensation, effective July 1, 2004 is in incorporated by reference to Exhibit
10(cc) of LNC's Form 10-K (file No. 1-6028) for the year ended December 31, 2005.*
10.35 Non-Compete and Anti-Solicitation Agreement, Waiver and General Release of Claims, between LNC and John
H. Gotta, effective as of January 20, 2006 is incorporated by reference to Exhibit 10.1 of LNC's Form 8-K (File
No. 1-6028) filed with the SEC on January 20, 2006.*
10.36 Lease and Agreement dated August 1, 1984, with respect to LNL’s offices located at Clinton Street and Harrison
Street, Fort Wayne, Indiana is incorporated by reference to Exhibit 10(n) of LNC’s Form 10-K (File No. 1-6028)
for the year ended December 31, 1995.*
10.37 Form of Lease and Agreement dated March 1, 1999, with respect to LNC’s offices located at Centre Square
West Tower, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania is incorporated by reference to Exhibit
10(p) of LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 1999.
10.38 Agreement of Lease dated February 17, 1998, with respect to LNL’s offices located at 350 Church Street,
Hartford, Connecticut is incorporated by reference to Exhibit 10(q) of LNC’s Form 10-K (File No. 1-6028) for
the year ended December 31, 1997.
10.39 Lease and Agreement dated December 10, 1999 with respect to Delaware Management Holdings, Inc., offices
located at One Commerce Square, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(r) of
LNC’s Form 10-K (File No. 1-6028) for the year ended December 31, 1999.
10.40 Sublease and Agreement dated December 10, 1999 between Delaware Management Holdings, Inc. and New
York Central Lines LLC for property located at Two Commerce Square, Philadelphia, Pennsylvania is
incorporated by reference to Exhibit 10(s) of LNC’s Form 10-K (File No. 1-6028) for the year ended December
31, 1999.
10.41 Consent to Sublease dated December 10, 1999 with respect to Delaware Management Holdings, Inc. for
property located at Two Commerce Square and Philadelphia Plaza Phase II, Philadelphia, Pennsylvania is
incorporated by reference to Exhibit 10(t) of LNC’s Form 10-K (File No. 1-6028) for the year ended December
31, 1999.
E-4
10.42 First Amendment to Lease dated December 10, 1999 with respect to Delaware Management Holdings, Inc. for
property located at Commerce Square, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(e)
of LNC's Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2005.
10.43 Stock and Asset Purchase Agreement by and among LNC, The Lincoln National Life Insurance Company,
Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc. dated
July 27, 2001 is incorporated by reference to Exhibit 99.1 of LNC’s Form 8-K (File No. 1-6028) filed with the
Commission on August 1, 2001. Omitted schedules and exhibits listed in the Agreement will be furnished to the
Commission upon request.
10.44 Fourth Amended and Restated Letter of Credit and Reimbursement Agreement dated as of December 10, 2004,
among LNC, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Parties, the
Banks party thereto, and JP Morgan Chase Bank, as Administrative Agent, is incorporated by reference to
Exhibit 10(ll) of LNC's Form 10-K (File No. 6028) for the year ended December 31, 2005.
10.45 First Amended and Restated Credit Agreement, dated as of December 10, 2004, among LNC, as Borrower, the
Banks party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent is incorporated by reference to
Exhibit 10(nn) of LNC's Form 10-K (File No. 1-6028) for the year ended December 31, 2005.
10.46 Credit Agreement, dated as of December 23, 2005, among Lincoln National Corporation, JPMorgan Chase
Bank, N.A. as administrative agent, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as joint lead
arrangers and joint bookrunners, Citicorp North America Inc., as syndication agent, and the other lenders named
therein is incorporated by reference to Exhibit 10.1 of LNC's Form 8-K (File No. 1-6028) filed with the SEC on
December 27, 2005.
10.47 Credit Agreement, dated as of January 31, 2006, among Lincoln National Corporation, JPMorgan Chase Bank,
N.A. as administrative agent, J.P. Morgan Securities Inc. and Bank of America Securities, LLC., as joint lead
arrangers and joint bookrunners, Bank of American, N.A., as syndication agent, and the other lenders named
therein is incorporated by reference to Exhibit 10.1 of LNC's Form 8-K (File No. 1-6028) filed with the SEC on
February 13, 2006.
12 Historical Ratio of Earnings to Fixed Charges.
21 Exhibit A, Organizational Chart of the Lincoln National Insurance Holding Company System.
23 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
* This exhibit is a management contract or compensatory plan or arrangement.
NOTE: This is an abbreviated version of the Lincoln National Corporation Form 10-K. Copies of these exhibits are available
electronically at www.sec.gov or www.lfg.com, or by writing to the Corporate Secretary at Lincoln National Corporation,
Centre Square, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102-2112.
E-5
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LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 12—HISTORICAL RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31
Rent Expense
64.6
66.3
67.1
67.0
79.4
(millions of dollars)
Income (Loss) before Federal Income Taxes,
Cumulative Effect of Accounting Changes and Minority Interest
Equity in Losses (Earnings) of Unconsolidated Affiliates
Fixed Charges
Adjusted Net Income
Interest on Annuities & Financial Products
Adjusted Income Base
Fixed Charges:
Interest and Debt Expense
Portion of Rent Expense Representing Interest
Fixed Charges
Interest on Annuities & Financial Products
Sub-total of Fixed Charges
Preferred Dividends (Pre-tax)
Total Fixed Charges
Ratio of Earnings to Fixed Charges:
Ratio of Earnings to Fixed Charges
(Including Interest on Annuities and
Financial Products) (1)
Excluding Interest on Annuities and
Financial Products (2)
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends (3)
$
$
$
$
2005
2004
2003
2002
2001
$
$
$
$
$
$
1,074.6
-
110.2
1,184.8
1,570.1
2,754.9
88.7
21.5
110.2
1,570.1
1,680.3
-
1,680.3
1,035.7
-
116.2
1,151.9
1,570.6
2,722.5
94.1
22.1
116.2
1,570.6
1,686.8
0.1
1,686.9
1,047.6
-
111.8
1,159.4
1,617.0
2,776.4
89.5
22.3
111.8
1,617.0
1,728.8
0.1
1,728.9
(53.8)
0.6
118.9
65.7
1,617.1
1,682.8
705.9
(5.7)
147.5
847.7
1,506.0
2,353.7
96.6
22.3
118.9
1,617.1
1,736.0
0.1
1,736.1
121.0
26.5
147.5
1,506.0
1,653.5
0.1
1,653.6
$
$
$
$
$
$
$
$
$
$
1.64
10.75
1.61
9.91
1.61
10.37
0.97
0.55
1.42
5.75
1.64
1.61
1.61
0.97
1.42
1.
2.
3.
For purposes of determining this ratio, earnings consist of income before Federal income taxes, cumulative effect of
accounting change, if any, and minority interests adjusted for the difference between income or losses from
unconsolidated equity investments and cash distributions from such investments, plus fixed charges. Fixed c
consist of 1) interest and debt expense on short and long-term debt and junior subordinated debentures issued to
affiliated trusts; 2) interest on annuities and financial products and; 3) the portion of operating leases that are
representative of the interest factor.
Same as the ratio of earnings to fixed
interest on annuities and financial products. This coverage ratio is not required, but is provided as additional
information. This ratio is commonly used by individuals who analyze LNC’s results.
Same as the ratio of earnings to fixed charges, including interest on annuities and financi
charges include the pre-tax earnings required to cover preferred stock dividend requirements.
charges, except fixed charges and earnings in this calculation do not include
al products, except that fixed
harges
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statements of Lincoln National Corporation and in the related
prospectuses listed below:
1. Form S-1 (No. 33-04711) pertaining to The Lincoln National Life Insurance Company Agents’ Savings and Profit-
Sharing Plan;
2. Forms S-3
a. No. 333-132416, No. 333-132416-01, 333-132416-02 and 333-132416-03 pertaining to the Lincoln
National Corporation automatic shelf registration for certain securities,
b. No. 333-131943, pertaining to The Lincoln National Life Insurance Company Agents’ Savings and Profit-
Sharing Plan,
c. No. 333-124976 pertaining to the Lincoln National Corporation Amended and Restated Incentive
Compensation Plan,
d. No. 333-84728 pertaining to the
i. Securities of Lincoln National Corporation,
ii. Trust Preferred Securities Lincoln National Capital VI,
iii. Trust Preferred Securities Lincoln National Capital VII,
iv. Trust Preferred Securities Lincoln National Capital VIII,
v. Trust Preferred Securities Lincoln National Capital IX, and
vi. Guarantees of Trust Preferred Securities of Lincoln National Capital VI, Lincoln National Capital
VII, Lincoln National Capital VIII and Lincoln National Capital IX by Lincoln National
Corporation
e. No. 333-32667 pertaining to the Lincoln National Corporation 1997 Incentive Compensation Plan,
f. No. 33-62315 pertaining to the Lincoln National Corporation 1986 Stock Option Incentive Plan, and
g. No. 33-51415 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for
Agents;
3. Form S-4 (No. 333-130226) pertaining to the proposed business combination with Jefferson-Pilot Corporation;
4. Forms S-8
a. No. 333-126452 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for
Employees,
b. No. 333-126020 pertaining to the Lincoln National Corporation Employees’ Savings and Profit-Sharing
Plan,
c. No. 333-121069 pertaining to the Lincoln National Corporation Deferred Compensation Plan for Non-
Employee Directors,
d. No. 033-58113 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee
Directors,
e. No. 333-105344 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee
Directors;
of our reports dated February 24, 2006, with respect to the consolidated financial statements and schedules of Lincoln
National Corporation, Lincoln National Corporation management’s assessment of the effectiveness of internal control over
financial reporting, and the effectiveness of internal control over financial reporting of Lincoln National Corporation,
included in this Annual Report (Form 10-K) for the year ended December 31, 2005.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 9, 2006
LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 31(a)
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Jon A. Boscia, Chairman and Chief Executive Officer, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Lincoln National Corporation;
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;
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;
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 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: March 14, 2006
/s/ JON A. OSCIA
B
Jon A. Boscia
Chairman and Chief Executive Officer
LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 31(b)
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Frederick J. Crawford, Senior Vice President and Chief Financial Officer, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Lincoln National Corporation;
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;
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;
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 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: March 14, 2006
/s/ FREDERICK J
. CRA
WFORD
Frederick J. Crawford
Senior Vice President and Chief Financial Officer
LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 32(a)
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 Annual Report on Form 10-K for the year ended December 31, 2005 (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: March 14, 2006
B
/s/ JON A. OSCIA
Name:
Title:
Jon A. Boscia
Chairman 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.
LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 32(b)
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 Annual Report on Form 10-K for the year ended December 31, 2005 (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: March 14, 2006
Name:
Title:
/s/ FREDERICK J
WFORD
. CRA
Frederick J. Crawford
Senior 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.
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Board of Directors
William J. Avery
Retired Chairman and CEO
Crown Cork & Seal Company
J. Patrick Barrett
Chairman and CEO
CARPAT Investments
Jon A. Boscia
Chairman and CEO
Lincoln National Corporation
William H. Cunningham
Professor, Marketing
University of Texas at Austin
Dennis R. Glass
President & COO
Lincoln National Corporation
George W. Henderson, III
Retired Chairman and CEO
Burlington Industries, Inc.
Eric G. Johnson
President and CEO
Baldwin Richardson Foods Company
M. Leanne Lachman
President
Lachman Associates, LLC
Michael F. Mee
Retired EVP and CFO
Bristol-Myers Squibb Company
William P. Payne
Partner
Gleacher Partners LLC
Patrick S. Pittard
Distinguished Executive in Residence
Terry Business School, University of Georgia
Jill S. Ruckelshaus
Retired Executive
David A. Stonecipher
Retired Chairman and CEO
Jefferson-Pilot Corporation
Isaiah Tidwell
EVP and Director of Georgia Wealth Management
Wachovia Corporation
Glenn F. Tilton
Chairman, President and CEO
UAL Corporation
Corporate Headquarters
Lincoln National Corporation
Centre Square, West Tower
1500 Market Street, 39th Floor
Philadelphia, PA 19102-2112
Internet Information
Information on the Corporation’s financial results and its products and services is available on the Internet at www.LFG.com.
Stock Listings
LNC’s common stock is traded on the New York, Chicago and Pacific stock exchanges under the symbol LNC. In newspapers,
stock information is most frequently listed as LincNatCp.
Inquiries
Analysts and institutional investors should contact:
Priscilla Brown
Vice President of Investor Relations/Strategic Communications
Lincoln National Corporation
Centre Square, West Tower
1500 Market Street, 39th Floor
Philadelphia, PA 19102
E-mail: investorrelations@LFG.com
Annual Meeting of Shareholders
The annual meeting of shareholders will be held at Delaware Investments, Inc., Second Floor Auditorium, Two Commerce Square,
2001 Market Street, Philadelphia, PA 19102 at 10 a.m. (local time) on Friday, June 9, 2006.
Shareholder Services
General inquiries or concerns about LNC shareholder services may be directed to shareholder services at 1-800-237-2920 or by
email at shareholderservices@LFG.com. Questions that are specific in nature, such as transfer of stock, change of address or
general inquiries regarding stock or dividend matters, should be directed to the transfer agent and registrar.
Transfer Agent and Registrar
For Regular mailings use:
Mellon Investor Services LLC
P.O. Box 3315
South Hackensack, NJ 07606-1915
1-866-541-9693
website: www.melloninvestor.com
For registered or overnight mailings use:
Mellon Investor Services
85 Challenger Road
Ridgefield, NJ 07660
Dividend Reinvestment Program/Direct Stock Purchase Plan
Lincoln National Corporation has a Dividend Reinvestment and Cash Investment Plan. For further information, write to Mellon
Investor Services at the addresses noted above.
Direct Deposit of Dividends
Quarterly dividends can be electronically deposited to shareholders’ checking or savings accounts on the dividend payment date.
Telephone inquiries may be directed to Mellon Investor Services at 1-866-541-9693.
Dividend Payment Schedule
Dividends on LNC common stock are paid February 1, May 1, August 1 and November 1.
Duplicate Mailings
Shareholders who own shares in more than one account may be receiving duplicate mailings of annual reports and other
shareholder information. To eliminate duplicate mailings and reduce expense to the Corporation, please contact Mellon Investor
Services at the addresses previously noted.
Exchanges: New York, Chicago and Pacific.
Stock Exchange Symbol: LNC
Lincoln Financial Group in a registered service mark of Lincoln National Corporation.
Annual Report Form Number: 579A-04
NYSE Certification
The 2005 annual New York Stock Exchange Annual CEO certification, regarding our compliance with the NYSE’s Corporate
Governance listing standards, was filed with the NYSE in May 2005. The most recent certifications by our Chief Executive Officer
and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our 10-K.
Lincoln
Financial Group®
Lincoln National Corporation
Centre Square, West Tower
1500 Market Street, 39th Floor
Philadelphia, PA 19102-2112
www.LFG.com
This is the annual report of Lincoln
National Corporation.
Lincoln Financial Group is the
marketing name for Lincoln National
Corporation and its affiliates.